-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GUrkE6GCsTo8X88pk5qj4+jeCTOXAoL3b546wRJkn1ziY5Oeb0jGVzsDVjg8Jw7D QGqxF8+kdvIDvtg4CKlZxw== 0000950172-96-000285.txt : 19960613 0000950172-96-000285.hdr.sgml : 19960613 ACCESSION NUMBER: 0000950172-96-000285 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960611 EFFECTIVENESS DATE: 19960630 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN ELECTRIC INDUSTRIES INC CENTRAL INDEX KEY: 0000354707 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 990208097 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05667 FILM NUMBER: 96579242 BUSINESS ADDRESS: STREET 1: 900 RICHARDS ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085435662 MAIL ADDRESS: STREET 1: 900 RICHARDS STREET CITY: HONOLULU STATE: HI ZIP: 96813 S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1996 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Hawaiian Electric Industries, Inc. (Exact Name of Registrant as Specified in Its Charter) Hawaii (State or Other Jurisdiction of Incorporation or Organization) 99-0208097 (I.R.S. Employer Identification No.) 900 Richards Street, Honolulu, HI 96813 (Address of Principal Executive Offices) (Zip Code) 1987 Stock Option and Incentive Plan (Full Title of the Plan) Robert F. Mougeot, 900 Richards Street, Honolulu, HI 96813 (Name and Address of Agent For Service) (808) 543-7750 Telephone Number, Including Area Code, of Agent For Service Copy to: David J. Reber, Esq. Goodsill Anderson Quinn & Stifel P.O. Box 3196 Honolulu, Hawaii 96801 CALCULATION OF REGISTRATION FEE _______________________________________________________________________________ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registra- Registered Registered Per Price tion Fee Share (1) (2) (3) (1) (2) _______________________________________________________________________________ Common Stock 1,400,000(4) $34.00 $47,600,000 $16,413.91 (without par value) _______________________________________________________________________________ (1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) based upon the average of the high and low prices reported in the consolidated reporting system for the New York Stock Exchange on June 5, 1996. (2) Estimated solely for the purpose of calculating the registration fee. (3) Calculated pursuant to Section 6(b) of the Securities Act of 1933. (4) Plus such additional number of shares of Common Stock as may be issuable pursuant to the antidilution provisions of the Registrant's 1987 Stock Option and Incentive Plan. As permitted pursuant to Rule 429 under the Securities Act of 1933, the Prospectus covering the securities that are registered hereby is a combined prospectus which relates to the shares registered pursuant to this Registration Statement and pursuant to Registra- tion Statement Nos. 33-65234 and 33-20974. EXPLANATORY NOTE Effective February 20, 1996, subject to stock- holder approval, the Board of Directors of Hawaiian Electric Industries, Inc. (the "Company") amended the 1987 Stock Option and Incentive Plan, as amended and restated in 1992 (the "Plan"), among other things, to increase the number of shares of Common Stock for which options and other incentive awards may be granted during the term of the Plan from 1,250,000 to 2,650,000 (the "Plan Amendments"). On April 23, 1996, the holders of a majority of the shares of Common Stock of the Company approved the Plan Amendments at the Annual Meeting of Shareholders. This Registration Statement on Form S-8 relates to 1,400,000 additional shares of Common Stock issuable pursuant to the provisions of the Plan. Pursuant to General Instruction E to Form S-8, the Company incorporates by reference herein the contents of its Registration Statement on Form S-8 (No. 33-65234) except Item 5, which is not applicable. ITEM 8. EXHIBITS 5 Opinion of Goodsill Anderson Quinn & Stifel (including consent). 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Goodsill Anderson Quinn & Stifel (included in Exhibit 5). 24 Power of Attorney SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reason- able grounds to believe that it meets all of the require- ments for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City and County of Honolulu, State of Hawaii, on this 11th day of June, 1996. HAWAIIAN ELECTRIC INDUSTRIES, INC. By:/s/ Robert F. Mougeot _________________________________ Robert F. Mougeot Financial Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Name Title Date * President and Director June 11, 1996 ___________________ (Principal Executive Robert F. Clarke Officer) * Financial Vice Presi- June 11, 1996 ___________________ dent and Chief Finan- Robert F. Mougeot cial Officer (Principal Financial Officer) * Controller (Principal June 11, 1996 ___________________ Accounting Officer) Curtis Y. Harada * Director June 11, 1996 ____________________ Don E. Carroll * Director June 11, 1996 ____________________ Edwin L. Carter * Director June 11, 1996 ____________________ John D. Field * Director June 11, 1996 ____________________ Richard Henderson * Director June 11, 1996 ____________________ Victor Hao Li * Director June 11, 1996 ____________________ T. Michael May Director _____________________ Bill D. Mills Director _____________________ A. Maurice Myers * Director June 11, 1996 _____________________ Ruth M. Ono * Director June 11, 1996 ____________________ Diane J. Plotts * Director June 11, 1996 ____________________ James K. Scott * Director June 11, 1996 ____________________ Oswald K. Stender * Director June 11, 1996 ____________________ Kelvin H. Taketa * Director June 11, 1996 ____________________ Jeffrey N. Watanabe *By /s/ Robert F. Mougeot ______________________________________ Robert F. Mougeot For himself and as Attorney-in-Fact for the officers and directors as indicated above EXHIBIT INDEX EXHIBIT DESCRIPTION NUMBER 5 Opinion of Goodsill Anderson Quinn & Stifel (including consent). 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Goodsill Anderson Quinn & Stifel (included in Exhibit 5). 24 Power of Attorney. [Letterhead of Goodsill Anderson Quinn & Stifel] June 11, 1996 Hawaiian Electric Industries, Inc. 900 Richards Street Honolulu, Hawaii 96813 Ladies and Gentlemen: Hawaiian Electric Industries, Inc., a Hawaii corpora- tion (the "Company"), has filed a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, covering an additional 1,400,000 shares of Common Stock, without par value (the "Shares"), of the Company to be offered and sold in connection with the Company's 1987 Stock Option and Incentive Plan. We have examined the Registration Statement. We have also examined the Restated Articles of Incorporation of the Company, as amended, and such appropriate records of the Company, certificates of public officials and other documents as we deem pertinent as a basis for the opinions hereinafter expressed. Upon the basis of such examination, we are of the opinion that: 1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Hawaii. 2. When the Shares (which are original issuance shares) have been duly issued and sold as contemplated in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Goodsill Anderson Quinn & Stifel Exhibit 5 [Letterhead of KPMG Peat Marwick LLP] The Board of Directors Hawaiian Electric Industries, Inc.: We consent to incorporation by reference in the Registration Statement on Form S-8 of Hawaiian Electric Industries, Inc. of our report dated January 25, 1996, relating to the con- solidated balance sheets of Hawaiian Electric Industries, Inc. and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of income, retained earnings and cash flows for each of the years in the three- year period ended December 31, 1995, which report is incor- porated by reference in the December 31, 1995 annual report on Form 10-K/A of Hawaiian Electric Industries, Inc. We also consent to incorporation by reference of our report dated January 25, 1996, relating to the financial statement schedules of Hawaiian Electric Industries, Inc. in the aforementioned December 31, 1995 annual report on Form 10- K/A, which appears in said Form 10-K/A. /s/ KPMG Peat Marwick LLP Honolulu, Hawaii June 11, 1996 Exhibit 23.1 Exhibit 24 POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS that the under- signed, HAWAIIAN ELECTRIC INDUSTRIES, INC. a Hawaii corpora- tion, and the officers and directors of said corporation whose names are signed hereto, hereby constitute and appoint ROBERT F. CLARKE, ROBERT F. MOUGEOT, PETER C. LEWIS, CON- STANCE H. LAU, CURTIS Y. HARADA, DAVID J. REBER and GREGORY R. KIM of Honolulu, Hawaii, and each of them, with full power of substitution in the premises (with full power to each of them to act alone), their true and lawful attorneys and agents, and in its and their name, place and stead, to do any and all acts and things and to execute any and all instruments and documents which said attorneys and agents or any of them may deem necessary or advisable to enable Hawai- ian Electric Industries, Inc. to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with: (i) the registration under said Act pursuant to a Registration Statement on Form S-8 (the "Registration State- ment") of up to an additional 1,400,000 shares of Common Stock without par value of Hawaiian Electric Industries, Inc. for issuance pursuant to the Hawaiian Electric Indus- tries, Inc. 1987 Stock Option and Incentive Plan, as amended (the "Plan"), and to use in connection with such Registra- tion Statement pursuant to Rule 429 promulgated under the Securities Act a combined prospectus covering such 1,400,000 shares of Common Stock plus the shares of Common Stock registered but not yet sold pursuant to Regis. No. 33-65234, including specifically but without limiting the generality of the foregoing, power and authority to sign the name of Hawaiian Electric Industries, Inc. and the names of the undersigned officers and directors thereof, in the capaci- ties indicated below, to the Registration Statement to be filed with the Securities and Exchange Commission in respect of the aforementioned securities and Plan interests, to any and all amendments and supplements to said Registration Statement and to any instruments or documents filed as a part of or in connection with said Registration Statement or amendments or supplements thereto, and each of the under- signed hereby ratifies and confirms all of the aforesaid that said attorneys and agents or any of them shall do or cause to be done by virtue hereof; and (ii) the current registration under said Act of up to 750,000 shares of the Common Stock of Hawaiian Electric Industries, Inc. for issuance pursuant to the Plan (Regis. No. 33-65234), including specifically but without limiting the generality of the foregoing, power and authority to sign the name of Hawaiian Electric Industries, Inc. and the names of the undersigned officers and directors thereof, in the capacities indicated below, to any and all amendments and supplements to said Registration Statement and to any in- struments or documents filed as a part of or in connection with said Registration Statement or amendments or supple- ments thereto and/or which operate pursuant to Rule 429 to amend said Registration Statement or amendments or supple- ments thereto, and each of the undersigned hereby ratifies and confirms all of the aforesaid that said attorneys and agents or any of them shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, Hawaiian Electric Industries, Inc. has caused this Power of Attorney to be executed in its name by its President and its Financial Vice President and attested by its Secretary, and the undersigned officers and directors of Hawaiian Electric Industries, Inc. have hereun- to set their hands, as of the 23rd day of April, 1996. This Power of Attorney may be executed in any number of counter- parts by the corporation and by any one or more of the officers and directors named below. ATTEST: HAWAIIAN ELECTRIC INDUSTRIES, INC. /s/ Betty Ann M. Splinter By /s/ Robert F. Clarke __________________________ ______________________________ Betty Ann M. Splinter Robert F. Clarke Secretary President and Principal Executive Officer By /s/ Robert F. Mougeot ______________________________ Robert F. Mougeot Financial Vice President and Principal Financial Officer /s/ Robert F. Clarke President, Principal ___________________________ Executive Officer Robert F. Clarke and Director /s/ Robert F. Mougeot Financial Vice President ___________________________ and Principal Financial Robert F. Mougeot Officer /s/ Curtis Y. Harada Controller and Principal ____________________________ Accounting Officer Curtis Y. Harada /s/ Don E. Carroll Director _____________________________ Don E. Carroll /s/ Edwin L. Carter Director _____________________________ Edwin L. Carter /s/ John D. Field Director _____________________________ John D. Field /s/ Richard Henderson Director _____________________________ Richard Henderson /s/ Victor Hao Li Director _____________________________ Victor Hao Li /s/ T. Michael May Director _____________________________ T. Michael May ______________________________ Director Bill D. Mills ______________________________ Director A. Maurice Myers /s/ Ruth M. Ono Director _______________________________ Ruth M. Ono /s/ Diane J. Plotts Director _______________________________ Diane J. Plotts /s/ James K. Scott Director _______________________________ James K. Scott /s/ Oswald K. Stender Director _______________________________ Oswald K. Stender /s/ Kelvin H. Taketa Director _______________________________ Kelvin H. Taketa /s/ Jeffrey N. Watanabe Director ______________________________ Jeffrey N. Watanabe -----END PRIVACY-ENHANCED MESSAGE-----