UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

BANK OF HAWAII CORPORATION

(Exact name of registrant as specified in its charter)

 

BANK OF HAWAII CORPORATION
2004 STOCK AND INCENTIVE COMPENSATION PLAN

(Full title of the plan)

Mark A. Rossi

Vice Chairman and Corporate Secretary

Bank of Hawaii Corporation

130 Merchant Street

Honolulu, Hawaii 96813

(Name and address of agent for service)

(808) 537-8366

(Telephone number, including area code)

Copy to:

Steven Kaplan

Arnold & Porter LLP

555 Twelfth Street, N.W.

Washington, D.C. 20004

(202) 942-5998

Calculation of Registration Fee

Proposed

Proposed

Amount

maximum

maximum

Title of securities

to be

offering price

aggregate

Amount of

to be registered

registered (1)

per share (2)

offering price (2)

registration fee

Common Stock $0.01 par value

1,000,000

$

54.73

$

54,730,000

$

1,680.21

 

(1)           This registration statement covers 1,000,000 shares of common stock of the registrant, $0.01 par value (“Common Stock”), for issuance in connection with The Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan, as amended by Amendment No. 2006-1 (the “Plan”).  Pursuant to Rule 416 of the Securities Act of 1933, as amended, this Registration Statement shall also be deemed to cover the additional securities that may be offered or issued to prevent dilution resulting from any stock split, stock dividend or similar transaction.

(2)           Estimated pursuant to Rule 457(c) and (h) solely for the purposes of calculating the amount of the registration fee.  The fee with respect to the shares registered herein was based on the average of the high and low price per share of the Common Stock on May 23, 2007, as reported by the New York Stock Exchange.

The prospectus which will be part of this registration statement is a combined prospectus under SEC Rule 429 intended to be used for the offering of (a) the shares of the Company’s Common Stock registered hereunder, and (b) the shares of the Company’s Common Stock remaining to be issued which have been previously registered by Registration Statement on Form S-8 File No. 333-115325.

PART I

The information required by Part I of Form S-8 is included in documents sent or given to participants in the plan covered by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The purpose of this Registration Statement is to register for issuance pursuant to the Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan, as amended (the “Plan”) an additional 1,000,000 shares of common stock (“Common Stock”) of Bank of Hawaii Corporation (the “Company”).

Item 3.  Incorporation of Documents by Reference.

We incorporate by reference the following documents previously filed with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”):

(a)   The Company’s Annual Report on Form 10-K, SEC File No. 001-06887, for the year ended December 31, 2006, as filed with the SEC on February 22, 2007.

(b)   The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 filed with the SEC on May 2, 2007.

(c)   The Company’s Current Reports on Form 8-K and 8-K/A filed with the SEC on January 23, 2007, February 13, 2007, and May 9, 2007.

(d)   All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to above (a).

(e)   The description of the Company’s Common Stock contained in the Form 8-A filed under the Company’s former name, Bancorp Hawaii, Inc., on March 20, 1991, including any amendment or any report or other filing with the SEC filed subsequent thereto and updating that description.

We also incorporate by reference all documents that we file with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, before we file a post-effective amendment indicating that all securities offered by this registration statement have been sold or deregistering all securities remaining unsold.

Any statement contained or incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that it is modified or superseded by any other statement in this registration statement or in any subsequently filed document that is incorporated by reference.  Any statement modified in this manner shall not be deemed to be a part of this registration statement, and any statement superseded in this manner shall not be deemed to constitute a part of this registration statement.

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Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a Delaware corporation to indemnify its directors, officers, employees and agents against certain liabilities and expenses they may incur in such capacities, and provides that such persons have a right to indemnification against expenses where they have been successful on the merits or otherwise in defense of certain types of actions or any claim, issue or matter therein.  The indemnification provided by Section 145 is not exclusive of any other indemnification rights that may exist under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

Article VI of the registrant’s bylaws require that the registrant indemnify and hold harmless, to the fullest extent permitted by applicable law (including circumstances in which indemnification is otherwise discretionary), any person who was or is made or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding by reason of the fact that such person is or was a director or officer of the registrant or is or was serving at its request as a director, officer, employee or agent or another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (including service with respect to employee benefit plans) against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person.  In addition, the registrant maintains insurance under which its directors, officers and employees and agents are insured against certain liabilities.

Also, the registrant’s Certificate of Incorporation includes provisions which eliminate the personal liability of registrant’s directors for monetary damages resulting from breaches of their fiduciary duty of care, provided that such provision does not eliminate liability for breaches of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, violations of Sections 174 of the DGCL (concerning the willful or negligent violation of statutory provisions precluding payment of certain dividends and certain stock purchases or redemptions) or for any other transactions from which the director derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

Not applicable.

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Item 8.  Exhibits.

The exhibits listed on the Exhibit Index of this Registration Statement on page 8 are filed herewith or are incorporated herein by reference to other filings.

Item 9.  Undertakings.

(a)           The undersigned registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)            To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)          To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information required to be included in a post-effective amendment by those paragraphs and which is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c)           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the regis­trant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, duly thereunto authorized, in the City and County of Honolulu, State of Hawaii, on May 21, 2007.

	BANK OF HAWAII CORPORATION
	By:	/s/ Allan R. Landon
		Allan R. Landon
		Chairman of the Board,
		Chief Executive Officer and President

 

Each person whose signature appears below hereby constitutes and appoints each of Allan R. Landon, Mark Rossi and Cynthia Wyrick as such person’s true and lawful attorney-in-fact and agent with full power of substitution for such person and in such person’s name, place and stead, in any and all capacities, to sign and to file with the Securities and Exchange Commission, any and all amendments and post-effective amendments to this Registration Statement, with exhibits thereto and other documents in connection therewith, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue thereof.

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates stated.

Name		Title		Date
				May 21, 2007
/s/ Allan R. Landon		Chairman of the Board,
Allan R. Landon		Chief Executive Officer
		and President
				May 21, 2007
/s/ Daniel C. Stevens		Vice Chairman and
Daniel C. Stevens		Chief Financial Officer
				May 21, 2007
/s/ Brian T. Stewart		Executive Vice
Brian T. Stewart		President and Controller
		(Principal Accounting
		Officer)

 

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				May 21, 2007
/s/ S. Haunani Apoliona		Director
S. Haunani Apoliona
				May 21, 2007
/s/ Mary G. F. Bitterman		Director
Mary G. F. Bitterman
				May 21, 2007
/s/ Michael F. Chun		Director
Michael F. Chun
				May 21, 2007
/s/ Clinton R. Churchill		Director
Clinton R. Churchill
				May 21, 2007
/s/ David A. Heenan		Director
David A. Heenan
				May 21, 2007
/s/ Robert A. Huret		Director
Robert A. Huret
				May 21, 2007
/s/ Kent T. Lucien		Director
Kent T. Lucien
				May 21, 2007
/s/ Martin A. Stein		Director
Martin A. Stein
				May 21, 2007
/s/ Donald M. Takaki		Director
Donald M. Takaki
				May 21, 2007
/s/ Barbara J. Tanabe		Director
Barbara J. Tanabe
				May 21, 2007
/s/ Robert W. Wo, Jr.		Director
Robert W. Wo, Jr.

 

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Exhibit Index

4.1		—		Approved Amendment No. 2006-1 to Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan (incorporated by reference from Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A for the 2006 Annual Meeting of Shareholders, as filed with the SEC on March 17, 2006).
4.2		—		Certificate of Incorporation of Bank of Hawaii Corporation, formerly known as Pacific Century Financial Corporation and Bancorp Hawaii, Inc. , as amended (incorporated by reference from Exhibit 3.1 to Bank of Hawaii Corporation’s Annual Report on Form 10-K for its fiscal year ended December 31, 2005, as filed on February 28, 2006 (the “2005 10-K”).
4.3		—		Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the 2005 10-K).
4.4		—		Bank of Hawaii Corporation - 2004 Stock and Incentive Plan (incorporated by reference from Appendix A to the Bank of Hawaii Corporation’s proxy statement filed on April 28, 2006.
5.1		—		Opinion of Arnold & Porter LLP.
23.1		—		Consent of Ernst & Young LLP.
24.1		—		Power of Attorney (included on signature page to this registration statement).

 

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Exhibit 5.1

[Arnold & Porter LLP Letterhead]

May 23, 2007

Board of Directors

Bank of Hawaii Corporation

130 Merchant Street

Honolulu, Hawaii 96813

Re:          Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to Bank of Hawaii Corporation, a Delaware corporation (the “Company”) in the preparation of a Registration Statement on Form S-8 (“Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”).  The Registration Statement relates to 1,000,000 shares of the Company’s common stock, $0.01 par value per share that may be issued or sold under the Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan (the “Plan”).

In connection with rendering the opinions set forth in this letter, we have examined such corporate records, certificates and other documents, and made such investigation of matters of fact and law, as we have deemed necessary or appropriate for rendering the opinions hereinafter expressed.

The opinions set forth herein are subject to the following qualifications, which are in addition to any other qualifications contained herein:

A.      We have assumed without verification the genuineness of all signatures on all documents, the authority of the parties (other than the Company) executing such documents, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies.

B.      The opinions set forth herein are based on existing laws, ordinances, rules, regulations, court and administrative decisions as they presently have been interpreted and we can give no assurances that our opinions would not be different after any change in any of the foregoing occurring after the date hereof.

C.      We have assumed without verification that, with respect to the minutes of any meetings of the Board of Directors or any committees thereof of the Company that we have examined, due notice of the meetings was given or duly waived, the minutes accurately and completely reflect all actions taken at the meetings and a quorum was present and acting throughout the meetings.

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D.      We have assumed without verification the accuracy and completeness of all corporate records made available to us by the Company.

E.       We have assumed that the form of certificates representing the Common Stock to be issued pursuant to the Plan will conform with the applicable requirements of the general corporation law of the State of Delaware and the Company’s Certificate of Incorporation, as amended, and Bylaws, as amended.

F.       We express no opinion as to the effect or application of any laws or regulations other than the general corporation law of the State of Delaware and the federal laws of the United States.  As to matters governed by the laws specified in the foregoing sentence, we have relied exclusively on the latest standard compilations of such statutes and laws as reproduced in commonly accepted unofficial publications available to us.  We are not members of the Bar of the State of Delaware and have not obtained any opinions of local counsel.

G.      With respect to any Common Stock held as treasury shares that may be offered, our opinion is also subject to the assumption that such shares had been validly issued before they were acquired by the Company and became treasury shares, and we have assumed that certificates evidencing the Common Stock have been duly countersigned by the applicable registrar and transfer agent.

Based on the foregoing, upon the assumptions that there will be no material changes in the documents we have examined and the matters investigated referred to above and that there are sufficient authorized but unissued or treasury shares of Common Stock available at the time of issuance or sale, we are of the opinion that the 1,000,000 additional shares of Common Stock subject to the Plan have been duly authorized by the Company and that when issued or sold upon the exercise of options or stock appreciation rights in accordance with their terms and the terms of the Plan or upon the award of restricted stock, performance shares or stock-based awards in accordance with their terms and the terms of the Plan and for legal consideration of not less than $.01 per share, will be validly issued, and upon receipt of full consideration therefor, will be fully paid and nonassessable.

This letter is given for  the sole benefit and use of the Company and does not address any matters other than those expressly addressed herein.  No one else is entitled to rely hereupon.  This letter speaks only as of the date hereof.  We undertake no responsibility to update or supplement it after such date.

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We hereby consent to your filing of this opinion as Exhibit 5 to the Registration Statement.  By giving such consent we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

Arnold & Porter LLP

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Bank of Hawaii Corporation 2004 Stock and Incentive Compensation Plan of our reports dated February 16, 2007, with respect to the consolidated financial statements and schedules of Bank of Hawaii Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2006, Bank of Hawaii Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Bank of Hawaii Corporation, filed with the Securities and Exchange Commission,.

 

	/s/ Ernst & Young LLP
Honolulu, Hawaii
May 18, 2007