0001193125-24-166110.txt : 20240624 0001193125-24-166110.hdr.sgml : 20240624 20240621214555 ACCESSION NUMBER: 0001193125-24-166110 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240624 DATE AS OF CHANGE: 20240621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF HAWAII CORP CENTRAL INDEX KEY: 0000046195 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] ORGANIZATION NAME: 02 Finance IRS NUMBER: 990148992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-06887 FILM NUMBER: 241061864 BUSINESS ADDRESS: STREET 1: 130 MERCHANT STREET CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8886433888 MAIL ADDRESS: STREET 1: 130 MERCHANT STREET CITY: HONOLULU STATE: HI ZIP: 96813 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC CENTURY FINANCIAL CORP DATE OF NAME CHANGE: 19970430 FORMER COMPANY: FORMER CONFORMED NAME: BANCORP HAWAII INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HAWAII BANCORPORATION INC DATE OF NAME CHANGE: 19800128 8-A12B 1 d771612d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

BANK OF HAWAII CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

Commission file number: 1-6887

 

Delaware   99-0148992
(State of incorporation or organization)   (IRS Employer Identification No.)

130 Merchant Street

Honolulu, Hawaii

   96813
(Address of Principal Executive Offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be so Registered

  

Name of Each Exchange on Which

Each Class is to be Registered

Depositary Shares Each Representing a 1/40th

Interest in a Share of 8.000% Fixed Rate Non-

Cumulative Perpetual Preferred Stock, Series B

   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

Securities Act registration statement file number to which this form relates:

333-279344

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.

Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are depositary shares (the “Depositary Shares”) of Bank of Hawaii Corporation, a Delaware corporation (the “Company”), each representing a 1/40th interest in a share of the Company’s 8.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, with a liquidation preference of $1,000 per share (equivalent to $25 per Depositary Share). The descriptions set forth under the captions “Description of the Series B Preferred Stock” and “Description of Depositary Shares” in the prospectus supplement dated June 18, 2024 relating to the Depositary Shares, filed with the Securities and Exchange Commission on June 20, 2024 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, to the prospectus in the Registration Statement on Form S-3ASR (File No. 333-279344) of the Registrant, dated May 10, 2024, are each incorporated herein by reference.

 

Item 2.

Exhibits.

 

Number

   

Description

3.1    Certificate of Incorporation of Bank of Hawaii Corporation (f/k/a Pacific Century Financial Corporation and Bancorp Hawaii, Inc.), as amended (incorporated by reference to Exhibit 3.1 to Bank of Hawaii Corporation’s Annual Report on Form 10-K for its fiscal year ended December 31, 2005 filed on February 28, 2006).
3.2    Certificate of Amendment of Certificate of Incorporation of Bank of Hawaii Corporation (incorporated by reference to Exhibit 3.1 to Bank of Hawaii Corporation’s Current Report on Form 8-K filed on April 30, 2008).
3.3    Certificate of Designations of 8.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B (incorporated by reference to Exhibit 3.1 to Bank of Hawaii Corporation’s Current Report on Form 8-K filed on June 21, 2024).
3.4    Amended and Restated By-laws of Bank of Hawaii Corporation (as amended November  20, 2020) (incorporated by reference to Exhibit 3.2 to Bank of Hawaii Corporation’s Current Report on Form 8-K filed on November 23, 2020).
4.1    Deposit Agreement, dated June  21, 2024, by and among Bank of Hawaii Corporation, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.1 to Bank of Hawaii Corporation’s Current Report on Form 8-K filed June 21, 2024).
4.2    Form of Depositary Receipt (included as part of Exhibit 4.1).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: June 24, 2024     BANK OF HAWAII CORPORATION
    By:  

/s/ Patrick M. McGuirk

    Name:   Patrick M. McGuirk
    Title:   Vice Chair and Chief Administrative Officer