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As filed with the Securities and Exchange Commission April 1, 1999
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Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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BANCWEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 99-0156159
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
999 Bishop Street, Honolulu, Hawaii 96813
(Address of Principal Executive Offices) (Zip Code)
BANCWEST CORPORATION
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
Walter A. Dods, Jr.
Chairman and Chief Executive Officer
BancWest Corporation
999 Bishop Street
Honolulu, Hawaii 96813
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(808) 525-7000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per share* offering price* fee
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Common Stock 2,000,000** $40.03125 $80,062,500 $22,257.38
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* Estimated in accordance with Rule 457(h) and Rule 457(c) of the Securities Act
of 1933 solely for the purpose of calculating the registration fee as follows:
$80,062,500 or 2,000,000 shares of common stock based on a price of $40.03125
per share, the average of the high and low trading prices of the common stock of
BancWest Corporation on the consolidated reporting system on March 26, 1999.
**There is also being registered hereunder such additional undetermined number
of shares of common stock as may be required as a result of stock dividends,
stock splits, or other similar adjustments of the outstanding common stock.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by BancWest Corporation (hereinafter the
"Company") with the Securities and Exchange Commission are incorporated in this
registration statement by this reference as of their respective dates:
1. The Company's Form 10-K Annual Report for the year ended December
31, 1998.
2. All other reports of the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31, 1998.
3. The description of the Common Stock contained in the registration
statement (and past and future amendments thereto) for such stock filed
under Section 12 of the Securities Exchange Act of 1934.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this registration statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of such filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant is incorporated under the laws of Delaware. Section 145 of
the Delaware General Corporation Law authorizes indemnification of directors and
officers of a Delaware corporation under certain circumstances against expenses,
judgments, and the like in connection with an action, suit, or proceeding.
Article X of the registrant's Amended and Restated Bylaws provides for
indemnification of directors and officers under certain circumstances. The
registrant has purchased a standard liability policy, which, subject to any
limitations set forth in the policy, indemnifies the registrant's directors and
officers for damages that they become legally obligated to pay as a result of
any negligent act, error, or omission committed while serving in their official
capacity. Banque Nationale de Paris, the holder of 100% of the Class A Common
Stock of the Company, has agreed to indemnify the persons who serve as Class A
Directors of the Company (who are elected by the holders of the Class A Common
Stock) under certain circumstances against expenses, judgments, and the like in
connection with an action, suit, or proceeding by reason of the fact that the
person is or was a Class A Director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 Certificate of Incorporation of the Corporation (incorporated by
reference to Exhibit 3(i) to the Current Report on Form
8-K filed on November 5, 1998, as filed with the Commission)
4.2 By-Laws of the Corporation (incorporated by reference to
Exhibit 3(ii) to the Current Report on Form 8-K filed on
November 5, 1998, as filed with the Commission)
4.3 BancWest Corporation 1998 Stock Incentive Plan (formerly
known as First Hawaiian, Inc. 1998 Stock Incentive Plan)
(incorporated by reference to Exhibit 10(vii) to the
Quarterly Report on Form 10-Q for the period ended June
30, 1998, as filed with the Commission)
23 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the 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 prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic 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 this
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.
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(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 the 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and County of Honolulu, State of Hawaii, on this 1st
day of April, 1999.
BANCWEST CORPORATION
By /s/ HOWARD H. KARR
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Howard H. Karr
Executive Vice President & Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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/s/ WALTER A. DODS, JR.* Chairman and Chief
------------------------------- Executive Officer, March 31, 1999
Walter A. Dods, Jr. Director (principal
executive officer)
/s/ HOWARD H. KARR Executive Vice
------------------------------- President & March 31, 1999
Howard H. Karr Chief Financial Officer
(principal financial
& accounting officer)
/s/ JACQUES ARDANT* Director March 31, 1999
-------------------------------
Jacques Ardant
/s/ JOHN W.A. BUYERS* Director March 31, 1999
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John W.A. Buyers
/s/ DR. JULIA ANN FROHLICH* Director March 31, 1999
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Dr. Julia Ann Frohlich
/s/ ROBERT A. FUHRMAN* Director March 31, 1999
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Robert A. Fuhrman
/s/ PAUL MULLIN GANLEY* Director March 31, 1999
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Paul Mullin Ganley
/s/ DAVID M. HAIG* Director March 31, 1999
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David M. Haig
/s/ JOHN A. HOAG* Director March 31, 1999
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John A. Hoag
/s/ BERT T. KOBAYASHI, JR.* Director March 31, 1999
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Bert T. Kobayashi, Jr.
/s/ MICHEL LARROUILH* Director March 31, 1999
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Michel Larrouilh
/s/ VIVIEN LEVY-GARBOUA* Director March 31, 1999
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Vivien Levy-Garboua
/s/ YVES MARTRENCHAR* Director March 31, 1999
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Yves Martrenchar
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/s/ DR. FUJIO MATSUDA* Director March 31, 1999
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Dr. Fujio Matsuda
/s/ DON J. MCGRATH* Director March 31, 1999
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Don J. McGrath
/s/ RODNEY R. PECK* Director March 31, 1999
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Rodney R. Peck
/s/ JOEL SIBRAC* Director March 31, 1999
-------------------------------
Joel Sibrac
/s/ JOHN K. TSUI* Director March 31, 1999
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John K. Tsui
/s/ JACQUES HENRI WAHL* Director March 31, 1999
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Jacques Henri Wahl
/s/ FRED C. WEYAND* Director March 31, 1999
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Fred C. Weyand
/s/ ROBERT C. WO* Director March 31, 1999
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Robert C. Wo
*By /s/ HOWARD H. KARR
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Howard H. Karr
Attorney-in-Fact
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EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE
4.1 Certificate of Incorporation of the Corporation
(incorporated by reference to Exhibit 3(i) to the Current
Report on Form 8-K filed on November 5, 1998, as filed
with the Commission)
4.2 By-Laws of the Corporation (incorporated by reference to
Exhibit 3(ii) to the Current Report on Form 8-K filed on
November 5, 1998, as filed with the Commission)
4.3 BancWest Corporation 1998 Stock Incentive Plan (formerly
known as First Hawaiian, Inc. 1998 Stock Incentive Plan)
(incorporated by reference to Exhibit 10(vii) to the
Quarterly Report on Form 10-Q for the period ended June
30, 1998, as filed with the Commission)
23 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney