As filed with the United States Securities and Exchange Commission on October 28, 2015
Registration No. 333 -
UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1994
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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BANCORP
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BANK OF HAWAII INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
CORPORATION
(Exact name of Registrant as specified in its charter)
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| Delaware | 99-0148992 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
130 MERCHANT STREET
HONOLULU, HAWAIIMerchant Street
Honolulu, Hawaii 96813
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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DAVID
(808) 694-8366
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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Mark A. HOULE
BANCORP HAWAII, INC.
P. O. BOX 2900
HONOLULU, HAWAII 96846
Rossi
Vice Chairman and Chief Administrative Officer
Bank of Hawaii Corporation
130 Merchant Street
Honolulu, Hawaii 96813
(808) 537-8111
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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Copy694-8366
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
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Copies of all communications, including communications sent to agent for service, should be sent to:
J. THOMAS VAN WINKLE, ESQ.
CARLSMITH BALL WICHMAN MURRAY CASE & ICHIKI
1001 BISHOP STREET, SUITE 2200, PACIFIC TOWER
HONOLULU, HAWAII 96813
(808) 523-2500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable
Brian B. DeFoe
Lane Powell PC
1420 Fifth Avenue, Suite 4200
Seattle, Washington 98101
(206) 223-7000
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement becomes effective.
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registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following.
/ /
following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following. /X/
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following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
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CALCULATION OF REGISTRATION FEE
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
AS PERMITTED BY RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
RELATED TO THIS REGISTRATION STATEMENT ALSO COVERS SECURITIES REGISTERED UNDER
REGISTRATION STATEMENT NO. 33-44395 ON FORM S-3.
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BANCORP HAWAII, INC.
1,000,000 SHARES OF COMMON STOCK
PAR VALUE $2.00 PER SHARE
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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The
Title of Each Class of Securities to be Registered | Amount To be Registered (1) | Proposed Maximum Offering Price per Share (2) | Proposed Maximum Offering Price (2) | Amount of Registration Fee | ||||
| Common Stock, par value $0.01 per share | 500,000 | $ | 65.45 | $ | 32,725,000.00 | $3,295.41 | ||
(1) Also includes such indeterminate number of shares of common stock as may be issued as a result of adjustment by reason of a share dividend, share split, recapitalization or other similar event. | ||||||||
(2) Estimated solely for purposes of determining the registration fee. This amount was calculated in accordance with Rule 457(c) of the Securities Act and based on the average high and low sale prices of the registrant’s common stock as reported on the New York Stock Exchange on October 22, 2015. | ||||||||
Common Stock
Par Value $.01 per Share
Dividend Reinvestment and Stock Purchase Plan
This prospectus describes Bank of Hawaii Corporation’s Dividend Reinvestment and Stock Purchase Plan (the "Plan"(“the Plan”). The Plan provides shareholdersholders of shares of Bank of Hawaii Corporation common stock with a simple, cost effective and convenient method of investing in our common stock.
The Plan allows you to:
• Reinvest all or part of your common stock cash dividends in additional shares of our common stock; and
• Purchase additional shares of our common stock by making optional cash payments.
You will not have to pay any commissions for reinvesting dividends or purchasing additional shares of common stock ("Common Shares")through optional cash purchases under the Plan because you will purchase your common stock directly from BOHC. There are, however, commissions and service charges for using other Plan services, including if you sell shares from the Plan.
If you currently participate in the Plan, you will remain enrolled in the Plan and you do not have to do anything unless you want to end your participation, change your elections or change your direct debit amounts for optional payments. If you are not a participant in the Plan but are eligible to join, you may become one by completing an authorization form and returning it to Computershare Trust Company, N.A., which administers the Plan. You may request those forms by calling 1-888-660-5443. Shareholders who do not wish to participate in the Plan and reinvest dividends will continue to receive cash dividends, as declared, in the usual manner.
This prospectus covers 500,000 shares of Bancorpour common stock that are registered for sale under the Plan. You should keep this prospectus for future reference.
Our common stock is listed and traded on the New York Stock Exchange under the symbol “BOH”. On October 22, 2015, the closing price per share of our common stock on the NYSE was $65.42.
See “Risk Factors” for matters to consider before participating in the Dividend Reinvestment and Stock Purchase Plan or before buying shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is not an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any state or country where the offer or sale is not permitted.
These securities will be our equity securities and will not be savings accounts, deposits or other obligations of any bank or non-bank subsidiary of ours and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.
Prospectus dated October 28, 2015
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Table of Contents
| Page | |
| About this Prospectus | 1 |
| Bank of Hawaii Corporation | 1 |
| Risk Factors | 1 |
| Description of the Plan | 3 |
| 1. What is the purpose of the Plan? | 3 |
| 2. What are the advantages of the Plan? | 3 |
| 3. What are some possible disadvantages of the Plan? | 3 |
| 4. What are some important dates to remember about the Plan? | 4 |
| 5. Who administers the Plan? | 4 |
| 6. Who is eligible to participate in the Plan? | 4 |
| 7. How do I join the Plan? | 5 |
| 8. When may I join the Plan? | 5 |
| 9. What options are available to me when I join the Plan? | 5 |
| 10. What fees will I incur in connection with the Plan? | 5 |
| 11. Where do you get the common stock that participants purchase under the Plan? | 5 |
| 12. When will shares of common stock be purchased? | 6 |
| 13. At what price will shares of common stock be purchased? | 6 |
| 14. How many shares of common stock will be purchased for me? | 6 |
| 15. When may I make an optional payment? | 6 |
| 16. How do I make an optional payment? | 6 |
| 17. What other rules apply to optional payments? | 6 |
| 18. What reports will you send to me? | 7 |
| 19. Will I receive dividends on shares held in my account? | 7 |
| 20. Will I receive a certificate for shares held in my account? | 7 |
| 21. How may I withdraw shares from my account? | 7 |
| 22. How may I terminate my participation in the Plan? | 7 |
| 23. Can I receive cash instead of share certificates when I withdraw shares or terminate my participation? | 7 |
| 24. How will the shares in my Plan account be held? | 8 |
| 25. Does the Plan provide for safekeeping of shares? | 8 |
| 26. May I transfer shares between Plan accounts, or from my Plan account to someone else? | 8 |
| 27. What happens if I transfer or sell all of the shares registered in my name? | 8 |
| 28. What happens if BOHC has a rights offering, stock dividend or stock split? | 8 |
| 29. How will my shares be voted at a shareholders’ meeting? | 9 |
| 30. May I pledge or encumber the shares in my Plan account? | 9 |
| 31. What are the material U.S. federal income tax consequences of participation in the Plan? | 9 |
| 32. What is the responsibility of BOHC and the administrator? | 9 |
| 33. May the Plan be changed or terminated? | 10 |
34. Are there any special restrictions on the sale or transfer of shares of common stock purchased under the Plan? | 10 |
| 35. Does participation in the Plan entail any risks? | 10 |
| Use of Proceeds | 11 |
| Plan of Distribution | 11 |
| Legal Matters | 11 |
| Experts | 11 |
| Forward Looking Statements | 12 |
| Where You May Find More Information | 13 |
| Indemnification | 13 |
| Fee Schedule | 14 |
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About This Prospectus
This document is called a prospectus and is part of a registration statement that we filed with the Securities and Exchange Commission, commonly known as the SEC, relating to the shares of our common stock offered under the Plan. This prospectus does not include all of the information in the registration statement and provides you with a general description of the securities offered and the Plan. The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us, the Plan and the securities offered. You may read the registration statement at the SEC web site or at the SEC offices mentioned under the heading “Where You May Find More Information.”
When acquiring any securities discussed in this prospectus, you should rely only on the information provided in this prospectus, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering the securities in any state where the offer is prohibited. You should not assume that the information in this prospectus or any document incorporated by reference is truthful or complete at any date other than the date mentioned on the cover page of these documents.
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus to “BOHC,” “we,” “us,” “our,” or similar references mean Bank of Hawaii Corporation and its subsidiaries.
Bank of Hawaii Corporation
BOHC is a Delaware corporation and a bank holding company headquartered in Honolulu, Hawaii. We were incorporated in Hawaii in 1971. We changed our state of incorporation to Delaware in 1998.
BOHC’s principal subsidiary, Bank of Hawaii (the “Bank”), was organized under the laws of Hawaii on December 17, 1897 and is chartered by the State of Hawaii. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation and the Bank is a member of the Federal Reserve System.
The Bank provides a broad range of financial services and products primarily to customers in Hawaii, Guam and other Pacific Islands.
The Bank’s subsidiaries include Bank of Hawaii Leasing, Inc., Bankoh Investment Services, Inc. ("Bancorp")and Pacific Century Life Insurance Corporation. The Bank’s subsidiaries are engaged in equipment leasing, securities brokerage investment services and providing credit insurance.
BOHC is a separate and distinct legal entity from our subsidiaries. Dividends received from our subsidiaries are our principal source of funds to pay dividends on our common stock and debt service on our debt. Various Federal and state statutes and regulations limit the amount that our banking and other subsidiaries may pay to us without regulatory approval.
Our principal executive offices are located at 130 Merchant Street, Honolulu, Hawaii 96813, telephone (808) 694-8058.
Risk Factors
Our business is subject to uncertainties and risks. You should carefully consider and evaluate all of the information included and incorporated by reference into this prospectus, including the risk factors incorporated by reference from our most recent annual report on Form 10-K, as updated by our subsequent quarterly reports on Form 10-Q and other filings we make with the SEC. The risks and uncertainties described in this prospectus and the documents incorporated by reference herein are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business operations and financial condition. If any of the risks and uncertainties described in this prospectus or the documents incorporated by reference herein actually occur, our business, financial condition and results of operations could be impaired in a material way. This could cause the trading price of our common stock to decline, perhaps significantly, and you may lose part or all of your investment.
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Risks Relating to Participation in the Plan
You will not know the price of the shares of common stock you are purchasing under the Plan at the time you authorize the investment or elect to have your dividends reinvested.
The price of shares of our common stock may fluctuate between the time you decide to purchase shares under the Plan and the time of actual purchase. In addition, during this time period you may become aware of additional information that might affect your investment decision, but you may not be able to change or cancel your purchase authorization. You may purchase shares at a purchase price that is more or less than the price you would pay if you acquired shares on the open market on the related dividend payment date or the date or dates on which the Plan administrator purchases shares of our common stock for the Plan. In addition, you may not know the actual number of shares of common stock that you have purchased until after the applicable purchase date.
You may not be able to direct the specific time or price at which your shares are sold under the Plan.
If you instruct the Plan administrator to sell shares of common stock under the Plan, you will not be able to direct the time and price at which such shares are sold. The price of our common stock may decline between the time you decide to sell your shares and the time of actual sale. You may sell shares of our common stock under the Plan at a sales price that is more or less than the price you would receive if you sold the shares on the open market on the date or dates on which the Plan administrator sells shares under the Plan. In addition, you cannot pledge shares of common stock deposited in your Plan account until the shares are withdrawn from the Plan.
There is no price protection for your shares in the Plan and your shares in the Plan will be exposed to changes in market conditions.
Plan accounts are not insured or protected by the Securities Investor Protection Corporation or any other entity and are not guaranteed by the Federal Deposit Insurance Corporation or any government agency. Your investment in shares held in the Plan will be exposed to changes in market conditions and changes in the market value of the shares. Your ability to liquidate or otherwise dispose of shares in the Plan is subject to the terms of the Plan and the withdrawal procedures thereunder. You may not be able to withdraw or sell your shares in the Plan in time to react to market conditions. You should recognize that we cannot assure a profit or protect against a loss on shares you may purchase under the Plan.
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Description of the Plan
The following is a question and answer explanation of the provisions of the Plan, as in effect on the date of this prospectus. If you do not participate in the Plan, you will continue to receive cash dividends, as declared, by check or direct deposit.
1.What is the purpose of the Plan?
The primary purpose of the Plan is to provide existing shareholders with a simple and convenient method of purchasing Common Sharesinvesting cash dividends and making optional payments to purchase additional shares of our common stock without fees ofpaying any kind. Any
holder of record of Common Shares of Bancorp is eligible to join the Plan.
In addition, any of the following who is not a holder of recordbrokerage commissions or beneficial owner of Common Shares may join the Plan by purchasing Common Shares
pursuant to the initial stock purchase provisions of the Plan: an employee,
retired employee, or director of Bancorp, Bank of Hawaii (the "Bank"), or any of
their wholly owned subsidiaries ("Eligible Employee"); or a resident of the
State of Hawaii.
Investment options offered participantsservice charges.
The shares that you acquire under the Plan are:
FULL DIVIDEND REINVESTMENT--Reinvestwill be purchased directly from us and, we will use the proceeds for general corporate purposes.
2.What are the advantages of the Plan?
If you participate in the Plan, you may:
Automatically reinvest cash dividends on all Common Shares
held. Participants may also make optional paymentsor part of a minimumyour shares of $25 per
payment up to an aggregatecommon stock in additional shares of $5,000 per calendar quarter.
PARTIAL DIVIDEND REINVESTMENT--Reinvest dividends on less than all
Common Shares held and continue to receivecommon stock.
Invest additional cash, dividends on the other
shares. Participants may also make optional payments of a minimum of $25 per
payment up to an aggregate of $5,000 per calendar quarter.
OPTIONAL PAYMENTS ONLY--Invest by making optional payments ofranging from a minimum of $25 per payment up to an aggregate of $5,000 per calendar quarter, without
reinvestingin additional shares of common stock.
• Avoid brokerage commissions and service charges in connection with purchases under the Plan.
Reinvest the full amount of all dividend and any optional payments, since you may hold fractional share interests under the Plan.
Avoid certain safekeeping and record-keeping requirements and costs through the free custodial service and reporting provisions of the Plan.
3. What are some possible disadvantages of the Plan?
Plan accounts are not insured or protected by the Securities Investor Protection Corporation or any other entity and are not guaranteed by the Federal Deposit Insurance Corporation or any government agency. Your investment in the shares held in the Plan will be exposed to changes in market conditions and changes in the market value of the shares. Your ability to liquidate or otherwise dispose of shares in the Plan is subject to the terms of the Plan and the withdrawal procedures thereunder. You may not be able to withdraw or sell your shares in the Plan in time to react to market conditions.
Although we describe generally in this prospectus how the price of any common stock you purchase will be determined, you will not know the price of common stock you are purchasing under the Plan at the time you authorize the investment or elect to have your dividends on Common Shares held.
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* reinvested.
The price of Common Shares purchasedour common stock may fluctuate between the time you decide to make an optional payment to purchase common stock under the Plan shalland the time of actual purchase. In addition, during this time period, you may become aware of additional information that might affect your investment decision. If you instruct the Plan administrator to sell shares of common stock under the Plan, you will not be 100%able to direct the time or price at which your shares of common stock are sold. The price of our common stock may decline between the time you decide to sell shares of common stock and the time of actual sale.
You will have no control over the price at which shares are purchased or sold for your Plan account. The price of our common stock may rise or fall during the period between making an optional payment or requesting a sale and the actual purchase or sale. You will bear the market risk associated with fluctuations in our common stock between the time you authorize a transaction until the completion of the marketpurchase or sale of shares of our common stock for your Plan account.
If you decide to withdraw from the Plan and request a certificate for whole shares credited to you under the Plan, the price of our common stock may decline between the time you decide to withdraw and the time you receive the certificate.
The Plan will not pay you interest on funds held pending investment. There are limited investment dates under the Plan. Monies received after the cutoff for an investment date will be held until the next investment date.
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If you make an optional payment but later change your mind and want it returned to you, we will do so only if we receive your request by the business day before the applicable investment date.
Distributions on shares of our common stock held in your Plan account that are reinvested in additional shares will be treated for U.S. federal income tax purposes as taxable distributions to you. These distributions may give rise to a liability for the payment of income tax without providing you with the immediate cash to pay the tax when it becomes due.
• You cannot pledge shares deposited in your Plan account until the shares have been withdrawn from the Plan.
4. What are some important dates to remember about the Plan?
In order for a particular dividend to be reinvested under the Plan, the administrator must receive your authorization form at least ten (10) business days before the record date for that dividend.
If you want to make an optional payment under the Plan, we must receive your payment and optional payment form on or before the last day of the preceding calendar month.
The price for shares of common stock that you purchase under the Plan will be determined based on the basisaverage closing price of the average of the last sales prices
of the sharesour common stock on the New York Stock ExchangeNYSE for the period of five (5) trading days ending on the day of purchase.
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This Prospectus relates to 1,000,000 authorizedapplicable investment date.
| • | In months in which a dividend is paid, the investment date will be the dividend payment date. In months in which a dividend is not paid, the investment date will be the tenth (10th) business day of the month. |
| • | The administrator must receive your optional payment between the tenth (10th) business day and the last business day of the month. Payments received after this time will be applied to the next purchase period. |
5. Who administers the Plan?
The Plan administrator, transfer agent and unissued Common Shares
registered for sale under the Plan. Itdividend disbursement agent is suggested that this Prospectus be
retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Neither the delivery of this Prospectus nor any sales hereunder shall under
any circumstances create any
implication that there has been no change in the affairs of Bancorp since the
date hereof. No person has been authorized to give any information or to make
any representations, other than as contained in this Prospectus and in other
documents relating to the Plan delivered to eligible parties and filed with the
Securities and Exchange Commission, in connection with the offer described in
this Prospectus, and if given or made, such information or representations must
not be relied upon. This Prospectus does not constitute an offer to sell the
securities to which this Prospectus relates in any State to any person to whom
it is unlawful to make such offer in such State.
THE DATE OF THIS PROSPECTUS IS JULY , 1994.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission (the
"Commission"Computershare Trust Company, N.A. (“Computershare”). The Registration Statementcontact information for Computershare is as follows:
First Class, Registered & Certified Mail Computershare P.O. Box 30170 College Station, TX 77842-3170 | Overnight Courier Computershare 211 Quality Circle College Station, TX 77845 |
Toll-free number 1-888-660-5443, 7 a.m. - 5 p.m., Central Time, Monday through Friday
Outside U.S. (312) 360-5184 7 a.m. - 5 p.m., Central Time, Monday through Friday
Website: www.computershare.com, access Investor Center.
Any optional cash payment should be made payable to “Computershare.” For additional information about optional cash payments, see Questions 15-17.
6. Who is eligible to participate in the Plan?
All record holders of our common stock are eligible to participate in the Plan. To facilitate participation in the Plan by beneficial owners of BOHC common stock whose shares are held in the name of a nominee, the Plan administrator may be inspected without charge ataccept dividend reinvestment instructions from such nominees within a reasonable period after the principal officerecord date established for payment of a particular dividend, generally not to exceed five (5) business days.
All of the Commission in Washington, D.C., and all copies of all or
any parts of it may be obtained from the Commission upon paymentother provisions of the prescribed fees.
Bancorp is subjectPlan apply to nominees. Optional cash payments with respect to all shares of any record owner may not exceed $5,000 per quarter. To avoid such limitation with respect to a nominee, beneficial owners may elect to have their shares transferred into their own name(s). In addition, optional cash payments made by a nominee must be received by the Plan administrator within the period described in question 15.
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7. How do I join the Plan?
If you already are the record owner of shares of our common stock, you may join the Plan by obtaining, completing and signing an authorization form and returning it to the informational requirementsadministrator. You also may enroll by logging on to Computershare's Investor Center at www.computershare.com.
If you already own shares of common stock, and your shares are held in a name other than yours (for example, in “street” name, or the Securities
Exchange Actname of 1934a bank, custodian or other nominee), you must either first transfer record ownership of your shares into your own name, or your nominee must elect to participate on your behalf.
You may obtain blank authorization forms from, and send completed forms to, Computershare as detailed in accordance therewith files reports, proxy
statements,question 5. You also may obtain authorization forms by calling Computershare’s toll free number at 1-888-660-5443 or logging on to Computershare’s Investor Center at www.computershare.com.
8.When may I join the Plan?
If you already are the record owner of shares of our common stock, you may join the Plan at any time. If we receive your authorization form at least ten business days before the record date for a particular dividend, we will begin reinvesting your dividends with that dividend. In the past, quarterly dividend record dates usually have occurred during the last week of February, May, August and other information withNovember, and the Commission. Such reports, proxy
statements, and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, or at the Regional Offices of the Commission:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; or 7 World Trade Center, New York, New York 10048. Copies
of such material can also be obtained from the Commission at prescribed rates.
Written requests for such material should be addressed to the Public Reference
Section, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549.
Bancorp's Common Stock is listedcorresponding dividend payment dates usually have occurred on the New York Stock Exchange. Reports,
proxy material,tenth (10th) business day of March, June, September and other informationDecember.
9.What options are available to me when I join the Plan?
You may elect the following investment options when you join the Plan:
Full Dividend Reinvestment: This option allows you to reinvest dividends on all shares of common stock you own. You may also be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
Any person, including any beneficial owner, receiving a copy of this
Prospectus may obtain without charge, upon request, a copy of any of the
documents incorporated herein (except for certain exhibitsmake optional payments.
Partial Dividend Reinvestment: This option allows you to such documents) or
Bancorp's Annual Report to Shareholders. Requests should be addressed to
Corporate Secretary Department, Bancorp Hawaii, Inc., 130 Merchant Street,
Honolulu, Hawaii 96813, telephone (808) 537-8239.
TABLE OF CONTENTS
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THE ISSUER
Bancorp Hawaii, Inc. ("Bancorp") is the issuerreinvest dividends on only some of the shares of common stock ("Common Shares") covered by this Prospectus. Its principal executive offices
are located at 130 Merchant Street, Honolulu, Hawaii 96813, telephone (808)
537-8111.
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following is a discussion of the provisions of the Dividend Reinvestment
and Stock Purchase Plan (the "Plan") of Bancorp. Those holders of Common Shares
who do not wishyou own, while continuing to participate in the Plan will receive cash dividends as
declared, by check as usual.
This Prospectus relates to Common Shares purchased on or after the daterest of this Prospectus in accordance with the provisions of the Plan.
PURPOSE
The purpose of the Plan is to provide holders of record of Common Shares
with a simple and convenient method of investing cash dividends and optional
payments in additional Common Shares without payment of any brokerage commission
or service charges. The Plan is also intended to encourage ownership of Common
Shares by Eligible Employees and residents of the State of Hawaii.
Because Common Shares will be purchased directly from Bancorp, Bancorp will
retain such funds for general corporate purposes.
ADVANTAGES
The following are some of the advantages of participating in the Plan:
(a) Participants may purchase Common Shares quarterly with reinvested
cash dividends on all or less than all of the Common Shares registered in
their names.
(b) Participantsyour shares. You may also purchase Common Shares monthly withmake optional payments of a minimum of $25 per payment up to an aggregate of $5,000 per
calendar quarter.
(c) No commission or service charges are paid by participants in
connection with purchases under the Plan.
(d) Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be credited to a
participant's account.
(e) Cash dividends on the shares in the participant's account are
automatically reinvested in additional Common Shares.
(f) The Plan assures safekeeping of shares credited to a participant's
account because certificates for such shares are not issued unless requested
by the participant.
ADMINISTRATION
The Bank of New York (the "Administrator") administers the Plan for
participants, keeps records, sends statements of account to participants, and
performs other duties relating to the Plan. Common Shares purchased under the
Plan will be registered in the name of the Administrator, or its nominee, and
the Administrator will keep an individual account for each participant to record
the participant's interest in the Plan.
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PARTICIPATION
All holders of record of Common Shares are eligible to join the dividend
reinvestment and optional payment portions of the Plan at any time. An eligible
shareholderpayments.
Optional Payments Only: Under this option, you may join the Plan by completing and signing a Bancorp-approved
authorization form ("Authorization Form") and returning it to the Corporate
Secretary of Bancorp. Each participant in the Plan will remain a participant
until he or she terminates his or her participation in the Plan. An
Authorization Form and a reply envelope are enclosed with this Prospectus,
except to eligible shareholders who are already participants and who therefore
automatically will continue to participate in the Plan. Additional forms (along
with a reply envelope) may be obtained at any time by writing to Bancorp Hawaii,
Inc., P.O. Box 2900, Honolulu, Hawaii 96846, Attention: Corporate Secretary, or
by calling the Corporate Secretary Department at (808) 537-8239.
Except as discussed below, only holders of record of Common Shares are
eligible to join the dividend reinvestment and optional payment portions of the
Plan. Accordingly, owners of Common Shares whose shares are held of record in
names other than their own (e.g., broker, bank nominee) must either (1) have the
election to have their shares participate in the Plan made by the holder of
record or (2) become holders of record by having Common Shares transferred into
their own names and then making an election to participate. An election to have
shares participate in the Plan may not exceed the number of shares held of
record by the person making the election.
The Plan provides that if a member of the Bank of Hawaii Profit Sharing Plan
has an interest in the Bancorp Stock Fund of such profit sharing plan, he or she
will be regarded as a holder of record of Common Shares. Such a person is
thereby eligible to make optional payments to the Plan even if he or she owns no
other Common Shares.
An Authorization Form electing reinvestment of dividends must be received by
the record date of the dividend to be reinvested in order to reinvest that
dividend. An optional payment may be made when joining the Plan or at any time
thereafter.
In addition, the following may join the Plan by purchasing Common Shares
pursuant to the initial stock purchase provisions of the Plan:
(a) An Eligible Employee who is not a holder of record or a beneficial
owner of Common Shares participating in the Plan.
(b) An individual who is a resident of the State of Hawaii and who is
not a holder of record or a beneficial owner of Common Shares participating
in the Plan. The Plan provides that the Chairman of the Board of Bancorp may
suspend the eligibility of such individuals to participate in the initial
stock purchase provisions of the Plan at any time.
A person may purchase Common Shares pursuant to the initial stock purchase
provisions of the Plan by completing and signing a Bancorp-approved Initial
Stock Purchase Form-Hawaii Resident/Eligible Employee, as the case may be, and
returning it to the Corporate Secretary of Bancorp. An initial stock purchase
payment must be at least $250, but the initial stock purchase payment and any
optional payment may not exceed an aggregate of $5,000 in any calendar quarter.
Common Shares purchased pursuant to the initial stock purchase provisions of the
Planonly. You will be at 100% of the market price. A person purchasing Common Shares
pursuant to the initial stock purchase provisions of the Plan will be deemed to
have chosen the Full Dividend Reinvestment option, described below, unless and
until such person has changed the investment option by signing an Authorization
Form electing another investment option.
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The Authorization Form provides for the purchase of Common Shares through
the following investment options offered under the Plan:
FULL DIVIDEND REINVESTMENT--Reinvest dividends on all Common Shares held
by a participant at 100% of the market price. Optional payments of a minimum
of $25 per payment up to an aggregate of $5,000 per calendar quarter may
also be made. Optional payments will be invested at 100% of the market
price.
PARTIAL DIVIDEND REINVESTMENT--Reinvest dividends on fewer than all of
the Common Shares held by a participant at 100% of the market price and continue to receive cash dividends on your shares of common stock that are not enrolled in the other Common Shares. Optional
payments ofPlan.
If your authorization form does not specify an investment option, we will select full dividend reinvestment as your investment option.
If you do not elect full dividend reinvestment, you may have us directly deposit your cash dividends into your checking or savings account by completing and returning a minimum of $25 per payment updirect deposit authorization to an aggregate of $5,000 per
calendar quarter may also be made. Optional payments will be invested at
100% of the market price.
OPTIONAL PAYMENTS ONLY--Invest by making optional payments of a minimum
of $25 per payment up to an aggregate of $5,000 per calendar quarter.
Optional payments will be invested at 100% of the market price.
If dividends are subject to federal income tax withholding, the amount of
tax to be withheld will be deducted from the dividend amount to determine the
amount to be reinvested.
A participantadministrator.
You may change theyour investment option at any time by signing a new Authorization Formauthorization form and returning it to the Corporate Secretary of Bancorp for
review and forwarding to the Administrator.administrator. However, anyif you change inyour option with respect to reinvestment of dividends, mustyour new election will be received byeffective for a particular dividend only if the Corporate Secretary
of Bancorp by the first day of the monthadministrator receives it ten (10) business days preceding the monthrecord date for that dividend.
10.What fees will I incur in whichconnection with the dividends arePlan?
For purchases, you will not have to be paid to allow sufficient time for processing.
Cash dividends on Common Shares credited to the participant's account under
the Plan are automatically reinvested topay per share fees because you will purchase additional Common Shares.
COSTS
No brokerage fees are incurred in purchasing Common Shares under the Plan
because Common Shares are purchasedyour common stock directly from Bancorp. All serviceBOHC. We will pay all fees and costs of administration ofadministering the Plan are paid by Bancorp, except thatPlan. You will pay (i) participants whoper share fees and certain fees if you elect to have the Administrator, as agent foradministrator sell shares on your behalf, and (ii) certain service charges associated with other Plan services. A summary of these charges is set forth in the participant,
sellattached Fee Schedule.
11.Where do you get the common stock that participants purchase under the Plan?
BOHC common stock is purchased directly from BOHC out of authorized but unissued or treasury shares.
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12. When will shares of common stock from his or her account on the open market and
to receive cash in lieube purchased?
All purchases of the issuance of a stock certificate upon termination
or withdrawal from the Plan will be charged brokerage commission, a service fee
of the Administrator charged in connection with such sale, and any applicable
taxes to be paid or withheld by the Administrator and (ii) participants who
elect to have the Administrator hold shares of Bancorp common stock as described
in "Safekeeping of Shares" shall pay all fees charged by the Administrator for
such service.
PURCHASES
The price of Common Shares purchased under the Plan, whether through dividend reinvestment or optional payment, will be 100%made once a month on the investment date. In months in which we pay a cash dividend, the investment date will be the same as the dividend payment date. In other months, the investment date will be the tenth (10th) business day of the month.
13. At what price will shares of common stock be purchased?
The purchase price per share of common stock will be the market price, which for Plan purposes we will be determineddetermine by averaging the closing price of our common stock on the basis of the average of the last
sales prices of Common Shares on the New York Stock ExchangeNYSE for the period of
five (5) trading days ending on the day of the purchase. Ifinvestment date. However, if for any reason there is no trading in the Common Sharescommon stock during any trading day during the five-day period,of those days, we will determine the market price and the purchase price based thereon will be determined by Bancorp on the
basis of suchwhatever market quotations as it deemswe deem appropriate. No Common SharesWe will be sold by Bancorp to the Plannever sell you shares at less than thetheir par value, of suchwhich is $.01 per share.
14. How many shares of $2.00 per share.
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Cash dividends on Common Sharescommon stock will be applied topurchased for me?
This depends on the purchaseamount of Common
Shares onyour reinvested dividend payment dates. Anyor optional payment, received byand the Corporate
Secretary Departmentmarket price of Bancorp by the last business day of the month will be
applied towards the purchase of additional Common Shares on the tenth business
day of the following month or on the dividend payment date if a dividend is
payable in such month.
Each participant'sour common stock. Your account will be credited with thatthe number of Common
Shares,shares, including fractionsfractional share interests computed to foursix decimal places, equal to the amountstotal amount to be invested, divided by the applicable purchase price.
INITIAL STOCK PURCHASE AND OPTIONAL PAYMENTS
An initial stock purchase paymentprice per share. (See answer to question 13 above.)
15. When may I make an optional payment?
Once you have joined the Plan, you may make optional payments in the form of cash, check, or money order
may be made at any time, butmonth. The administrator must be in an amount of at least $250. The initial
stock purchase payment and anyreceive your optional payment however, may not exceed an
aggregate of $5,000 in any calendar quarter. (A payment is regarded as made onbetween the date it is invested.) It is recommended that initial stock purchase payments
not be made in cash, especially if made by mail.
Optional payments in the form of cash, check, or money order may be made at
any time, but must be for at least $25 per paymenttenth business day and may not exceed an
aggregate of $5,000 per calendar quarter. The amount of the optional payments
may be varied each time (but may not be less than $25 per payment), and there is
no obligation to make additional optional payments. It is recommended that
optional payments not be made in cash, especially if made by mail.
Initial stock purchase or optional payments received by the Corporate
Secretary Department of Bancorp by the last business day of the monthmonth. Payments received after this time will be applied towardsto the next purchase of additional Common Sharesperiod. Interest is not paid on the tenth business
day of the following month or on the dividend payment date if a dividend is
payable in such month.
Anfunds received from you prior to investment.
16. How do I make an optional payment form and reply envelope may be obtained by calling the
Corporate Secretary Department of Bancorp at (808) 537-8239 or by written
request mailed to Bancorp Hawaii, Inc., P.O. Box 2900, Honolulu, Hawaii 96846,
Attention: Corporate Secretary. All checks or money orders should be made
payable to "The Bank of New York, Agent," and sent to Bancorp at the above
address.
While initial stock purchase orpayment?
Your optional payments in any calendar quarter may benot exceed $5,000. For this purpose, we deem the payment to have been made at any time,
no interest will be paid on such payments for the period from the date of
receipt until the date Common Shares are purchased. Checks and other drafts must
clear before such funds will be available for purchases of Common Shares under
the Plan. Checks drawn on foreign banks are subject to collection fees and
exchange rates on the date it was invested. You may vary the amount of negotiation.
REPORTS TO PARTICIPANTS
Each participanteach optional payment within these limits. You are not obligated to make any optional payments. We reserve the right in our sole discretion to determine whether optional payments are made on your behalf.
You may purchase additional stock for your account in three ways: by regular monthly electronic deductions, by one-time online bank debit and by check as follows:
You may authorize automatic monthly deductions from your bank account by completing and returning an authorization form or you may submit a request online at www.computershare.com.
You may authorize a one-time online bank debit from your U.S. bank account by going to www.computershare.com.
You may make optional cash investments by sending a check (in U.S. dollars drawn on a U.S. bank) payable to “Computershare” along with a completed contribution form, which can be found attached to your Plan statement. The administrator will not accept cash, traveler's checks, money orders or third party checks.
In the Planevent that any participant’s check for a cash contribution is returned unpaid for any reason, or an authorized electronic funds transfer cannot be effected, the administrator will consider the request for investment of such funds null and void. The administrator will immediately remove from the participant’s account those shares, if any, purchased upon the prior credit of such funds. The administrator will then be entitled to sell shares to satisfy any uncollected amounts, plus any applicable fees. If the net proceeds of the sale of such shares are insufficient to satisfy the balance of such uncollected amounts, the administrator will be entitled to sell such additional shares from the participant’s account as may be necessary to satisfy the uncollected balance.
17. What other rules apply to optional payments?
If you make an optional payment and later want it returned to you, the administrator must receive your request by two (2) business days before the applicable investment date.
We will not pay interest on your optional payments while we hold them pending investment in common stock.
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18. What reports will you send to me?
We will send you a statement of account at least once each quarter showing amounts invested, purchase prices, shares purchased, and other information for the year to date. Each year, the fourth quarter statement with summary will reflect year-to-date information, which you should be
retainedretain for the participant's permanent record. Each participantyour records. We also will also
receivesend you a Form 1099 for income tax purposes.
In addition, each participant
We will receivesend you copies of the same communications sent to every other holder of Common Shares,all shareholders, including Bancorp's Quarterly
Shareholders Report, Annual Report to Shareholders,our Form 10-K and the Notice of Annual Meeting and Proxy Statement.
6
CERTIFICATES FOR SHARES
Common Shares
We will send you all notices and reports to your last address of record with the administrator. Therefore, in the event of a change of address, you should promptly notify the administrator by writing to Computershare, as detailed in question 5.
19. Will I receive dividends on shares held in my account?
Yes. We will pay cash dividends on all shares of common stock held in your account on the basis of the number of full shares and fractional share interests you hold on the relevant record date. Your dividends will be automatically reinvested to purchase additional shares of common stock in accordance with your reinvestment election. The additional shares purchased will be credited to your account.
20. Will I receive a certificate for shares held in my account?
The shares you hold in your account will be registered in the name of the administrator or its nominee, and the number of shares credited to your account under the Plan including Common Shares purchased
pursuantwill be shown on your quarterly statement. This protects against loss, theft, or destruction of stock certificates. Therefore, we will not issue you certificates for the shares held in your account unless you terminate your participation in the Plan or withdraw all or some of the shares from your account.
21. How may I withdraw shares from my account?
You may withdraw some or all of the shares from your account by completing the withdrawal form attached to your dividend reinvestment statement or requesting the administrator to do so, in writing, online through Investor Center at www.computershare.com, or by calling the administrator. You should send those forms and requests to: Computershare, as detailed in question 5. If a certificate is requested, you will receive certificates for whole shares withdrawn, unless you request cash instead of share certificates. For further information on requesting cash instead of share certificates, see question 23, “Can I receive cash instead of share certificates when I withdraw shares or terminate my participation?” We will not issue a certificate for any fraction of a share; instead, we will pay you cash for any fraction of a share, based on the then-current market price. When you withdraw shares from your account and we issue you a certificate, those shares will continue to participate in the Plan in accordance with your elections unless you direct otherwise. In no case will a certificate representing a fractional share interest be issued.
22.How may I terminate my participation in the Plan?
To terminate your account, you can access your account online at www.computershare.com. Termination requests can also be submitted via telephone or mailed to the initialadministrator together with the transaction form included with your statement.
In the event your notice of termination is received near a record date for an account whose dividends are to be reinvested, the administrator, in its sole discretion, may either distribute such dividends in cash or reinvest them in shares on your behalf. In the event reinvestment is made, the administrator will process the termination as soon as practicable, but in no event later than five (5) business days after the investment is completed. If, after the termination of your participation, less than one share remains in your account, we have the right, but not the obligation, to liquidate any fractional share interest.
23.Can I receive cash instead of share certificates when I withdraw shares or terminate my participation?
You may sell all or a portion of the whole shares of stock in your account at any time, upon request. Visit www.computershare.com and register as an Investor Center member. Sales requests can also be submitted via telephone through an automated Interactive Voice Response (IVR) system or mailed to the administrator together with the transaction form included with your statement.
7
All sale instructions received by the administrator will be processed no later than five (5) business days after the date on which the order is received (except where deferral is required under applicable federal or state laws or regulations), assuming the applicable market is open for trading.
If you wish to sell shares you own as certificates, you may deposit the certificates into your account and then sell the shares.
All sale instructions are final when the administrator receives them. Your sale instructions cannot be cancelled or stopped.
Sales processed on accounts lacking a valid Form W-9 certifying the accuracy of your taxpayer identification number for U.S. holders, or a Form W-8BEN for non-U.S. beneficial owners, will be subject to backup withholding tax at the then effective rate. By furnishing the appropriate form to the administrator before the sale takes place, you will avoid subjecting your sales proceeds to backup withholding tax. If you prefer to sell your shares through a broker, you may request a certificate to provide to your broker. See question 10 for information regarding fees associated with sales by the administrator.
24.How will the shares in my Plan account be held?
The shares of common stock that you purchase provisions ofunder the Plan will be registered in the name of the Administratoradministrator or its nominee.nominee, and the administrator will keep an individual account for you to record your interest in these shares.
25.Does the Plan provide for safekeeping of shares?
Yes. The numberPlan automatically provides for safekeeping of shares credited to an account underpurchased through the Plan, will be shown onwhether by dividend reinvestment or optional payment, unless and until you withdraw those shares from your account. There is no charge for this service.
You also may at any time deposit with the participant's
quarterly statementadministrator for safekeeping certificates for other shares of account. This protects against loss, theft, or
destructioncommon stock that you hold of stock certificates.
Certificates for such shares will not be issued to a participant except upon
the participant's termination of participationrecord and that participate in the Plan, or withdrawal of all
or a portion of theincluding shares from the participant's account. Upon a participant's
termination of participation inthat you acquired other than through the Plan and shares that you previously withdrew from your Plan account. If you want to use this safekeeping feature, you should send the participant will receive
certificates for whole shares credited to the participant's account and a cash
payment for any fraction of a share. Upon a participant's withdrawal of all or a
portion of the shares from the participant's account, the participant will
receive certificates for whole shares so withdrawn, but in no case will
certificates for fractional shares be issued.
Accounts under the Plan are maintained in the names in which certificates of
the participants were registered at the time they entered the Plan, or in the
case of those persons entering the Plan pursuant to the initial stock purchase
provisions of the Plan, in the names designated on the Bancorp-approved initial
stock purchase form.
TERMINATION OF PARTICIPATION
Participation in the Plan may be terminated by a participant at any time. In
order to terminate participation in the Plan, a participant must sendadministrator, together with a written request to The Bank of New York, Dividend Reinvestment Department, Church Street
Station, P.O. Box 11260, New York, N.Y. 10286-1260. When participation in the
Plan is terminated, certificates for whole shares credited to the participant's
account under the Plan will be issued and a cash payment will be made for any
fraction of a share. Certificates for fractions of shares will not be issued
under any circumstances, and any cash payments will be based on the then current
market price of the stock.
Any notice of termination received after a dividend record date will not be
effective until dividends paid for such record date have been credited to the
participant's Plan account.
SALE OF SHARES
A participant who wishes to receive cash in lieu of shares upon withdrawal
or termination of participation may request the Administrator, as agent for the
participant, to sell such shares on the open market and to remit the net
proceeds to the participant. The net proceeds will equal the selling price ofthat the shares onbe held in safekeeping. For better security, we suggest that you send these certificates by registered mail, return receipt requested, and insure them in an amount sufficient to cover the date of sale less brokerage commission, a service fee ofbond premium that would be charged to replace the Administrator charged in connection with such sale, and any applicable taxes to
be paidcertificates if they are lost or withheld by the Administrator. Any fractional shares credited to a
participant under the Plan upon withdrawal or termination will be converted to
cash on the basis of the then current market price of the stock.
EFFECTIVE DATE
destroyed.
The original effective date of the Plan was January 1, 1980. The terms of
the Plan as described in this Prospectus apply to purchases of Common Shares
under the Plan occurring after the date of this Prospectus.
SAFEKEEPING OF SHARES
In accordance with such procedures as the Administrator may adopt from time
to time, a participant may deliver to the Administrator certificates for shares
of Bancorp common stock participating in the Plan of which the participant is
the record holder. The Administratoradministrator will register suchthose shares in its or its nominee's
7
nominee’s name and show those shares separately in your Plan account, but, the participantas with other shares in your Plan account, you will remain the beneficial owner of suchthose shares. The Administrator will maintain an individual account in the name of the participant
to record the participant's beneficial ownership of such shares.
The Administrator will charge the participant, and the participant (not
Bancorp) shall be liable for, a fee of $7.00 for each deposit of shares into
such an account. The Administratoradministrator currently does not charge any additional fees in connection with such an account, but it reserves the right tomay impose a fee (or increase such
fee or impose additional feesits fee) for this service at any time.
LIMITATION OF LIABILITY
Neither Bancorp, the Administrator, nor any of their representatives,
employees,
26. May I transfer shares between Plan accounts, or agents shall be liable under thefrom my Plan or this Prospectus for any
act done in good faith, or for any good faith omissionaccount to act, including,
without limitation, any claims of liability (1) arising out of any such act or
omission to act that occurs prior to a participant's terminating participation
pursuant to the terms of the Plan, and (2) with respect to the prices at which
shares are purchased for the participant's account and the times such purchases
are made.
OTHER INFORMATION
If a participant who is reinvesting dividends on all or a portion of the
Common Shares registered in the participant's name disposes of a portion of such
shares, the dividends on the remainder of the shares will continue to be
reinvested under the Plan. For example, if a participant authorized reinvestment
of the cash dividends on 50 shares of a total of 100 shares registered in the
participant's name and then the participant disposed of 25 shares, the
Administrator would continue to reinvest the cash dividends on 50 of the
remaining 75 shares. If instead, the participant disposed of 75 shares, the
Administrator would continue to reinvest the cash dividends on all of the
remaining 25 shares.
If a participant disposes of all Common Shares registered in the
participant's name, the Administrator will continue to reinvest the dividends on
the shares credited to the participant's account under the Plan until otherwise
notified.
If a participant has an account in the Plan, all stock distributable to such
participant as a result of a stock dividend or stock split by Bancorp on its
Common Stock (including stock distributable on shares of Common Stock that are
not held of record by the Administrator under the Plan) shall be credited to the
participant's account in the Plan. If a Bancorp shareholder does not have an
account in the Plan, all stock distributable to such shareholder as a result of
a stock dividend or stock split by Bancorp on its Common Stock will be mailed
directly to the shareholder.
Common Shares credited to the account of a participant under the Plan may
not be pledged or encumbered. A participant who wishes to pledge or encumber
such shares must request that the certificates for such shares be issued in the
participant's name.
Pursuant to such rules as the Administrator and Bancorp may agree upon from
time to time, a participantsomeone else?
Yes, you may transfer shares from one account in the Plan to another account in the Plan or may direct that shares be issued from your account to another person. You must complete and provide to the participant's accountadministrator any forms that it requires for such a transfer or issuance.
27. What happens if I transfer or sell all of the shares registered in my name?
If you dispose of all shares of common stock registered in your name without terminating your participation in the Plan, we will continue to another person. reinvest dividends on the shares in your Plan account.
28. What happens if BOHC has a rights offering, stock dividend or stock split?
Any such transfercommon stock dividend or issuance muststock split on our common stock held in your Plan account will be made upon such formscredited to your Plan account. If you have common stock that is not held in your Plan account, we will mail all stock distributable to you as a result of the stock dividend or stock split.
If we make available to shareholders rights or warrants to purchase additional shares of common stock or other securities, we will make them available to you based on the number of shares you own of record, as well as the Administrator may require.
The participant agrees to notify the Administrator promptlynumber of shares you hold in writing of
any change of address. Noticesyour Plan account (including fractional share interests to the participant mayextent practicable) on the relevant record date.
8
If we have a stock split, stock dividend or other similar transaction, the number of shares of common stock covered by this prospectus will also be given by letter
addressed to the participantincreased accordingly.
29. How will my shares be voted at his or her last address of record with the
Administrator.
8
The Administratora shareholders’ meeting?
Our proxy agent will forward all proxy materials to you by electronic means or by mail, including a form of proxy and return envelope covering all shares ownedyou own of record and all shares held in your Plan account. You may vote those shares by proxy, or you may vote them in person at the meeting. If you send in a participant to be voted, such
proxy to be returned by the participant to Bancorp or Bancorp's proxy agent.
If no instructions are received on acompleted, signed proxy card, or instruction form
returned, properly signed, with respectbut do not give us instructions as to any item thereon,how to vote for a particular matter, all of the shares credited to the participant'sin your Plan account under the Plan will be voted in accordance with the recommendations of Bancorp'sBOHC’s management. If theyou do not return a proxy card or instruction formit is not returned or if it is returned unsigned,signed, none of the
participant'syour shares will be voted unless you vote in person at the meeting.
30. May I pledge or encumber the shares in my Plan account?
You may not pledge or encumber the shares in your Plan account while they are in that account. If you want to pledge or encumber those shares, you must request that they be withdrawn from your account and obtain a share certificate in your own name.
31. What are the material U.S. federal income tax consequences of participation in the Plan?
In general, you will recognize dividend income on any dividends payable on shares of common stock that you own, whether or not you elect to reinvest the dividends in shares of common stock. If you elect to reinvest the cash dividends on all or part of your shares of common stock in additional shares of common stock, you will be treated for U.S. federal income tax purposes as having received dividend income equal to the fair market value (based on the market price) of the shares of common stock purchased with the reinvested dividends on the dividend payment date (refer to question 13 of this prospectus for information regarding how the market price of the shares purchasable under the Plan is determined). Your tax basis in the shares of common stock purchased with the reinvested dividends will be equal to the fair market value (based on the market price) of the shares as of the dividend payment date, and your holding period for those shares will begin on the day after the dividend payment date. To the extent that you elect not to have dividends reinvested in shares of common stock, you will recognize dividend income equal to the amount of cash received on the dividend payment date.
Under the Plan, you will not realize any taxable income when you purchase shares of common stock at fair market value (based on the market price) with optional cash payments. Your tax basis in the shares purchased will be equal to the amount you paid for the stock, and your holding period for those shares will begin on the day after the investment date.
You will not realize any taxable income when you receive certificates for whole common shares that you withdraw from your Plan account or any safekeeping account, whether you request those certificates or receive them upon termination of your participation in the Plan or termination of the Plan. However, when you receive a cash payment instead of shares or for a fraction of a share, you will recognize a gain or loss equal to the difference between the amount you receive for the share or fraction of a share, and your tax basis in that share or fraction of a share. You may also recognize gain or loss when your common stock is sold or exchanged (whether by you after your receipt of the share certificates or pursuant to your request upon termination of your participation in the Plan).
If your dividends are subject to United States income tax withholding (including if you are a foreign stockholder), we will deduct the amount of the tax that is subject to withholding from your dividends before reinvestment in additional shares for your Plan account. Plan statements will confirm purchases made and indicate that tax has been withheld. Pursuant to Internal Revenue Service regulations, the amount of tax to be withheld will be determined by applying the applicable withholding rate to an amount equal to the amount of cash dividends that the participant voteswould have received had the dividends been paid to the participant in person.
Bancorp reservescash.
This discussion is intended only as a general discussion of the current U.S. federal income tax consequences of participation in the Plan. We advise you to consult with your own tax advisor as to the U.S. federal, state, local and foreign tax implications of your participation in the Plan, including the effect of any changes in law or regulation after the date of this prospectus.
32. What is the responsibility of BOHC and the administrator?
As part of its responsibilities, the administrator will maintain Plan accounts, enroll new participants, and process shareholder requests via the internet, telephone, or received by mail. The administrator will reinvest dividends, send detailed plan statements to participants after each transaction, provide summary reports for each investment and send Forms 1099 to Plan participants.
9
Neither BOHC, the administrator, nor any of their representatives, employees, or agents will be liable for acts or omissions undertaken in good faith, including acts occurring before you terminate your participation in the Plan, the prices at which shares are purchased or sold for your account, and when those purchases and sales are made. These provisions do not preclude your exercise of any rights under Federal or state securities laws. All transactions in connection with the Plan shall be governed by the laws of the State of Delaware.
33. May the Plan be changed or terminated?
We reserve the right to suspend, modify, or terminate the Plan at any time. The Chairman ofIn addition, we may adopt rules and procedures for the Board of Bancorp may suspend the Plan at any time. All
participants will receive notice of any such suspension, modification, or
termination. Upon terminationadministration of the Plan, by Bancorp,interpret the provisions of the Plan and make any necessary determinations relating to the Plan. Any such rules, procedures, interpretations and determinations shall be final and binding. We will notify you of any suspension, termination, or material modification of the Plan. If we terminate the Plan, we will issue you certificates for whole shares credited to a participant'syour Plan account under the Plan will be issued and aany safekeeping account, and pay you in cash payment will be made for any fraction of a share.
Participants should recognize that Bancorp cannot assure them of a profit or
protect them against a lossshare interest in your Plan account.
34.Are there any special restrictions on the Common Sharessale or transfer of shares of common stock purchased under the Plan. AsPlan?
Participants who are considered “affiliates” of BOHC, which include BOHC directors and certain senior executive officers, may only sell their shares of common stock acquired under the Plan in compliance with any investment there is an elementthe resale provisions of riskRule 144 under the Securities Act or as otherwise permitted under the Securities Act. Furthermore, Participants may not sell shares of common stock if they are aware of material nonpublic information concerning BOHC or its securities.
In addition, if you are a director, officer of employee of BOHC or one of its subsidiaries, you are urged to review the BOHC Code of Business Conduct and there can be no guarantee
that every dollar invested will produce a given amountEthics and the BOHC Securities Trading Policy, which stipulate certain restrictions on your ability to make, and the timing of, income.
FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
Certain federal income tax consequencesyour sales of participatingBOHC common stock.
35.Does participation in the Plan under
federal income tax law existingentail any risks?
Yes. There are risks and uncertainties involved with an investment in shares of our common stock. Participation in the Plan involves the purchase of shares of BOHC common stock. In purchasing stock, you take a certain risk with your money. Stock prices may fall or rise depending on financial and other developments at BOHC, as ofwell as circumstances in the date of this Prospectus are as
follows:
1. In connection with Common Shares purchased with reinvested
dividends, the fair market value of thebroad stock market. General economic conditions and political events can also influence stock prices. BOHC cannot provide any assurance that shares purchased with reinvested
dividends constitutes dividend income to the shareholder on the dividend
payment date. (Nonparticipating shareholders will have dividend income in
the amount of cash received.)
2. The full amount of dividend income will be eligible for the 70%
dividends received deduction in the case of corporate shareholders.
3. The tax basis of Common Shares credited to the account of a
participant will be their fair market value on the date of their purchase
under the Plan.
4. A participant's holding period for Common Shares acquired pursuant
to the Plan will, begin onat any particular time, be worth as much as or more than their purchase price. In other words, there is a risk that if you sell the day followingshares of common stock, you will receive less than what was paid for the purchase of such shares. 5. A participant will not realize any taxable income when the
participant receives certificates for whole Common Shares creditedPlease refer to the participant's account, either uponsection entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for the participant's requestyear ended December 31, 2014, and subsequent periodic and current reports, filed with the SEC and incorporated by reference into this prospectus for those
shares or upon termination of participation in or terminationa discussion of the Plan.
6. A participant will realize gain or loss when the Common Shares are
sold or exchanged, andfactors that you should consider in caseconnection with an investment in shares of a fractional share or cash payment in lieuour common stock.
10
Use of shares, when the participant receives a cash payment for a fraction of a
share credited to the participant's account or when the participant receives
a cash payment in lieu of shares. The amount of such gain or loss will be
the difference between the amount which the participant receives for the
shares or fraction of a share and the tax basis therefor.
A Plan participant is advised to consult with his or her own tax advisor as
to the tax effects of his or her participation in the Plan.
9
USE OF PROCEEDS
Proceeds
The net proceeds from the sale of the Common Sharesshares of common stock offered pursuant tounder the Plan will be used for general corporate purposes of Bancorp, includingBOHC, which may include the reduction of indebtedness, investments at the holding company level, investments in, or extensions of credit to, Bancorp'sour banking and nonbanking subsidiaries.subsidiaries and other banks and companies engaged in other financial service activities, the purchase of our outstanding equity securities, and possible acquisitions. Pending such use, the net proceeds may be temporarily invested. The precise amounts and timing of the application of net proceeds will depend upon our funding requirements and the availability of other funds. Based upon theour past and anticipated growth, of Bancorp, management
anticipates that Bancorp willwe may engage in the future, in additional financings of a character and amount to be determined as the need arises.
Plan of Distribution
Some costs of administering the plan and any brokerage fees, or other service charges as a result of open market purchases of shares will be paid by us; however, participants will be required to pay brokerage fees or commissions for similar general corporate purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filedsales of shares by Bancorp with the Securities and Exchange
Commission are incorporated herein by this reference as of their respective
dates:
1. Bancorp's Form 10-K Annual Report, which contains audited financial
statements for Bancorp's latest fiscal year ended December 31, 1993.
2. All other reports of Bancorp filedPlan administrator under the Plan pursuant to Section 13 or 15 (d)a participant’s instructions.
Persons who acquire shares of our common stock through the Plan and resell those shares shortly after acquiring them may, under certain circumstances, be participating in a distribution of securities and may be considered to be underwriters within the meaning of the Securities Exchange Act of 1934 since December 31, 1993.
3. The description of Bancorp common stock containedAct. We will not extend to any such person any rights or privileges other than those to which they would be entitled as a participant in the registration statement (and past and future amendments thereto) forPlan, nor will we enter into any agreement with any such common stock filed under Section 12 ofperson regarding the Securities Exchange Act of 1934.
All documents subsequently filedresale or distribution by Bancorp pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offeringany such person of the shares pursuant toof our common stock so purchased.
Our common stock may not be available under the Plan covered by this
Prospectus, shall be deemedin all states or jurisdictions. We are not making an offer to be incorporated by referencesell our common stock in this Prospectus
and to be a part hereof fromany jurisdiction where the date of such filing of such documents.
INTERESTS OF NAMED EXPERTS AND COUNSEL
LEGAL OPINION. Theoffer or sale is not permitted.
Legal Matters
Lane Powell PC has passed on the validity of the shares of common stock to be offered hereunder will be passed upon for the registrant by the law firm of Carlsmith
Ball Wichman Murray Case & Ichiki ("Carlsmith Ball"). Charles R. Wichman, one of
the registrant's directors, is a retired partner of Carlsmith Ball and is the
beneficial owner of 31,752 shares of registrant's common stock. Carlsmith Ball
attorneys who have participated in the preparation of this Registration
Statement are the beneficial owners of a total of 15,105 shares of registrant's
common stock.
EXPERTS
hereunder.
Experts
The consolidated financial statements of Bancorp incorporated by referenceBank of Hawaii Corporation appearing in Bancorp'sBank of Hawaii Corporation’s Annual Report (Form 10-K) for the year ended December 31, 19932014, and the effectiveness of Bank of Hawaii Corporation’s internal control over financial reporting as of December 31, 2014 have been audited by Ernst & Young LLP, independent auditors,registered public accounting firm, as set forth in their reportreports thereon, included therein, and incorporated herein by reference andreference. Such consolidated financial statements are includedincorporated herein by reference in reliance upon such reportreports given on theirthe authority of such firm as experts in accounting and auditing.
10
[LOGO]
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
11
Forward Looking Statements
This prospectus describes how you can purchase additional common sharescontains or incorporates forward-looking statements concerning, among other things, the economic and business environment in our service area and elsewhere, credit quality, and other financial and business matters in future periods. Our forward-looking statements are based on numerous assumptions, any of Bancorp Hawaii, Inc.which could prove to be inaccurate and actual results may differ materially from those projected because of a variety of risks and uncertainties, including, but not limited to:
General economic conditions either nationally, internationally, or locally may be different than expected, and particularly, any event that negatively impacts the tourism industry in Hawaii;
Unanticipated changes in the securities markets, public debt markets, and other capital markets in the U.S. and internationally;
• Competitive pressures in the markets for financial services and products;
The impact of legislative and regulatory initiatives, particularly the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;
• Changes in fiscal and monetary policies of the markets in which we operate;
The increased cost of maintaining the Company’s ability to maintain adequate liquidity and capital, based on the requirements adopted by automatically reinvesting your dividends.
the Basel Committee on Banking Supervision and U.S. regulators;
• Actual or alleged conduct which could harm our reputation;
• Changes in accounting standards;
• Changes in tax laws or regulations or the interpretation of such laws and regulations;
Changes in our credit quality or risk profile that may increase or decrease the required level of our reserve for credit losses;
Changes in market interest rates that may affect credit markets and our ability to maintain our net interest margin;
The Dividend Reinvestmentimpact of litigation and Stock Purchase Plan is designed for all
holdersregulatory investigations of Bancorp Hawaii, Inc.the Company, including costs, expenses, settlements and judgments;
Any failure in or breach of our operational systems, information systems or infrastructure, or those of our merchants, third-party vendors or other service providers;
Any interruption or breach of security of our information systems resulting in failures or disruptions in customer account management, general ledger processing and loan or deposit systems;
• Changes to the amount and timing of proposed common stock repurchases; and
Natural disasters, public unrest or adverse weather, public health, and other conditions impacting us and our customers’ operations.
For a detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements, please refer to the section entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2014, and subsequent periodic and current reports, filed with the SEC. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” and similar expressions are intended to identify forward-looking statements but are not exclusive means of identifying such statements. We do not undertake an obligation to update forward-looking statements to reflect later events or circumstances.
12
Where You May Find More Information
We are subject to the reporting requirements of the Exchange Act, under which we file annual, quarterly and special reports, proxy statements and other information with the SEC. We make available through our website at http://www.boh.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those who qualifyreports as soon as reasonably practicable after such material is electronically filed or furnished to make an
initial stock purchase under the Dividend Reinvestment and Stock Purchase Plan.
BENEFITS TO OUR SHAREHOLDERS
- - You purchase additional stock with reinvested dividends.
- - You increase your Bancorp Hawaii, Inc. holdings without paying service charges
or commissions.
- - Your increased holdings will generate additional dividends.
- -SEC. You may reinvestread and copy materials that we have filed with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public on the SEC’s website at www.sec.gov.
The SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with it. This means that we can disclose important information to you by referring you to those documents. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including any filings on or after the date of this prospectus, until we have sold all of the offered securities to which this prospectus relates or the offering is otherwise terminated. The information incorporated by reference is an important part of your dividends.
- - Your record-keepingthis prospectus. Any statement in a document incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent a statement contained in (1) this prospectus or (2) any other subsequently filed document that is simplifiedincorporated by havingreference into this prospectus modifies or supersedes such statement. The documents incorporated by reference herein include:
• Our Annual Report on Form 10-K for the year ended December 31, 2014;
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015;
• Our Definitive Proxy Statement on Schedule 14A filed March 13, 2015;
Our Current Reports on Form 8-K filed January 28, 2015, February 3, 2015, February 5, 2015, and April 28, 2015; and
The description of our common stock contained in the Current Report on Form 8-K filed on May 5, 1998, including any amendment or any report or other filing with the SEC filed subsequent thereto and updating that description.
Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including any related exhibits under Item 9.01, shall not be incorporated by reference into this prospectus.
You may request a copy of these filings, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing to or telephoning us at the following address: Bank of New York act as your
agent to promptly reinvest your dividends.
- - Your participation is voluntary, and you may joinHawaii Corporation, P.O. Box 2900, Honolulu, Hawaii 96846, Attention: Corporate Secretary Department, telephone (808) 694-8058 or cancel whenever you wish.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this Registration Statement are:
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
on our website at www.boh.com.
Indemnification
Section 415-5145 of the Hawaii Revised StatutesDelaware General Corporation Law (the “DGCL”) authorizes a HawaiiDelaware 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 415-5145 is not exclusive of any other indemnification rights that may exist under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise. The registrant's Restated Articles of Incorporation provide forBOHC’s bylaws require that BOHC indemnify and hold harmless, to the indemnificationfullest extent permitted by applicable law, 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 registrant's directors, officers, employeesfact that such person is or agentswas a director or officer of BOHC or is or was serving at its request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (including service with respect to employee benefit plans) against certain liabilities. Additionally, the registrantall liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. In addition, BOHC maintains insurance under which its directors, officers and employees orand agents are insured against certain liabilities. ITEM 16. EXHIBITS.
The exhibits toAlso, BOHC’s certificate of incorporation includes provisions that eliminate the registration statement are listedpersonal liability of BOHC’s directors for monetary damages resulting from breaches of their fiduciary duty of care, except in the Exhibit Index
elsewhere herein.
ITEM 17. 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;
(iii) To include any material information with respect to the plan of
distributioncase where such elimination is not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filedpermitted by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by referenceDGCL then 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.
II-1
(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.
(c)effect. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers andor persons controlling persons of
the registrantBOHC pursuant to the foregoing provisions, or otherwise, the
registrantBOHC has been advisedinformed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In
13
FEE SCHEDULE
This Fee Schedule sets forth the eventcurrent maximum rates of the fees and charges that will be incurred by you if you are provided the services under the Plan specified in this Fee Schedule. These maximum rates are subject to change by BOHC and the administrator.
| Dividend Reinvestment and Stock Purchase Plan Sales: | $15.00 each sale plus $0.12 per share* sold; |
| Termination of account: | $15.00 plus $0.12 per share* sold. |
| Copies of Account Statements or 1099s for prior years: | $10.00 for each year requested (no charge for current tax year requests). |
| Return Check Fee: | $25.00 each occurrence. |
| ACH Reject Fee: | $25.00 each occurrence. |
* All per share fees include any brokerage commissions the administrator is required to pay. Any fractional share will be rounded up to a claimwhole share for purposes of calculating the per share fee. See also www.computershare.com under Investor Center for the current prevailing fees, including fees that may apply to other shareholder services.
14
PART II
Information Not Required in This Prospectus
ITEM 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses in connection with the issuance and distribution of the common stock being registered. All amounts are estimated except the SEC registration fee.
| SEC registration fee | $ | 3,295.41 | |
| Accounting fees and expenses | 5,000.00 | ||
| Legal fees and expenses | 10,000.00 | ||
| Printing costs for Registration Statement, prospectus and related documents | 500.00 | ||
| Total | $ | 18,795.41 | |
ITEM 15. 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 such liabilities (other thanexpenses where they have been successful on the paymentmerits 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 of expenses
incurredindemnify and hold harmless, to the fullest extent permitted by applicable law (including circumstances in which indemnification is otherwise discretionary), any person who was or paid byis made or is threatened to be made a director, officerparty to or controlling person of the registrantis otherwise involved in the successful defense of any action, suit or proceeding)proceeding by reason of the fact that such person is assertedor was a director or officer of the registrant or is or was serving at its request as a director, officer, employee or agent of 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 director, officer or controlling person in connection with the securities being
registered,person. In addition, the registrant will, unlessmaintains 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 16. Exhibits.
The exhibits listed on the Index to Exhibits of this Registration Statement are filed herewith or are incorporated herein by reference to other filings.
15
ITEM 17. 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 this 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission 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 opinionregistration statement, or is contained in a form of its counselprospectus filed pursuant to Rule 424(b) that is part of 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 Act and will be governed by the final adjudication of
such issue.
II-2
registration statement.
| (2) | That, for purposes 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 this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (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 SEC 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. |
16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Bancorp Hawaii,
Inc.the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 the 27th day of July, 1994.
BANCORP HAWAII, INC.
By /s/ H. HOWARD STEPHENSON
------------------------------------
H. Howard Stephenson
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
October 23, 2015.
| BANK OF HAWAII CORPORATION | |
| Date: October 23, 2015 | /s/ Mark A. Rossi |
Mark A. Rossi, Vice Chairman and Chief Administrative Officer (Duly Authorized Representative) | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment theretoRegistration Statement has been signed by the following persons in the capacities indicated on October 23, 2015.
| /s/ Peter S. Ho | /s/ Kent T. Lucien | |
Peter S. Ho Chairman of the Board Chief Executive Officer and President | Kent T. Lucien, Director Vice Chairman and Chief Financial Officer | |
| /s/ Dean Y. Shigemura | * | |
Dean Y. Shigemura Senior Executive Vice President, Controller and Principal Accounting Officer | S. Haunani Apoliona, Director | |
| * | * | |
| Mary G. F. Bitterman, Director | Mark A. Burak, Director | |
| * | * | |
| Michael J. Chun, Director | Clinton R. Churchill, Director | |
| * | ||
| Robert Huret, Director | Victor K. Nichols, Director | |
| * | * | |
| Martin A. Stein, Director | Donald M. Takaki, Director | |
| * | * | |
| Barbara J. Tanabe, Director | Raymond P. Vara, Jr., Director | |
| * | ||
| Robert W. Wo, Director | ||
The undersigned, by signing his name hereto, signs and onexecutes this registration statement pursuant to the date indicated.
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
/s/ H. HOWARD
STEPHENSON ChairmanPowers of Attorney executed by the Boardabove-named officers and - ----------------------------------- Chief Executive Officer July 27, 1994
H. Howard Stephensondirectors and Director
*
- ----------------------------------- Presidentfiled with the Securities and Director July 27, 1994
Lawrence M. Johnson
*
- ----------------------------------- Director July 27, 1994
Peter D. Baldwin
*
- ----------------------------------- Director July 27, 1994
Mary G.F. Bitterman
*
- ----------------------------------- Director July 27, 1994
Thomas B. Hayward
*
- ----------------------------------- Director July 27, 1994
DavidExchange Commission.
By: /s/ Mark A. Heenan
*
- ----------------------------------- Director July 27, 1994
Stuart T.K. Ho
II-3
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
*
- ----------------------------------- Director July 27, 1994
Herbert M. Richards, Jr.
*
- ----------------------------------- Director July 27, 1994
Fred E. Trotter
*
- ----------------------------------- Director July 27, 1994
Charles R. Wichman
*
- ----------------------------------- Director July 27, 1994
K. Tim Yee
*
- ----------------------------------- Chief Financial Officer July 27, 1994
DavidRossi
Mark A. Houle
*
- ----------------------------------- Chief Accounting Officer July 27, 1994
Denis K. Isono
*By /s/ H. HOWARD
STEPHENSON
--------------------------------
(H. Howard Stephenson,
Attorney-in-Fact)
II-4
EXHIBIT Rossi,
17
INDEX TO EXHIBITS
| Exhibit No. | Exhibit Title | |
| 5.1 | Opinion of | |
| 23.1 | Consent of | |
| 23.2 | Consent of Ernst & | |
| 24.1 | Power of | |
18