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