<PAGE>
As filed with the Securities and Exchange Commission on June 7, 1999
Registration No. _______
----------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PACIFIC CENTURY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 99-0148992
(State of Incorporation) (IRS Employer Identification No.)
130 MERCHANT STREET
HONOLULU, HAWAII 96813
(Address of principal executive offices)
----------------------
PACIFIC CENTURY FINANCIAL CORPORATION STOCK OPTION PLAN OF 1994
(formerly Bancorp Hawaii, Inc. Stock Option Plan of 1994)
(Full title of plan)
----------------------
JOSEPH T. KIEFER, ESQ.
PACIFIC CENTURY FINANCIAL CORPORATION
P. O. BOX 2900
HONOLULU, HAWAII 96846
(808) 537-8111
(Name, address, and telephone
number of agent for service)
----------------------
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of Amount to be Proposed Proposed Amount of
securities to be registered maximum maximum aggregate registration fee(1)
registered offering price offering price(1)
per share(1)
- --------------------------------------------------------------------------------------------------------------------
Common Stock 5,900,000 $20.3125 $119,843,750.00 $33,316.57
(par value $.01
per share)
</TABLE>
(1) This calculation is estimated solely to determine the
registration fee pursuant to Rule 457(c) and (h) under the Securities Act
of 1933. In accordance with Rule 457, the registration fee is calculated
on the basis of the average of the high and low prices for the common stock
on the New York Stock Exchange composite tape on June 3, 1999.
2.
<PAGE>
Pursuant to General Instruction E to Form S-8, regarding the
registration of additional securities, Pacific Century Financial Corporation
(the "Company") is hereby registering additional shares of common stock, par
value $.01 per share (the "Common Stock"), in the number set forth on the cover
of this Registration Statement. On July 28, 1994, the Company's predecessor,
Bancorp Hawaii, Inc., filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 (Registration No. 33-54777) relating to
shares of the Company's Common Stock to be issued in connection with the
Company's Stock Option Plan of 1994, formerly named the Bancorp Hawaii, Inc.
Stock Option Plan of 1994 (the "Plan"). On June 23, 1998, the Company filed
Post-Effective Amendment No. 1 adopting and amending that Registration
Statement. This Registration Statement relates to securities (a) of the same
class as those to which the prior Registration Statement relates, and (b) to be
issued pursuant to the Plan.
This Registration Statement incorporates by reference the contents of
the prior Registration Statement, as heretofore amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed herewith.
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
4.1 Pacific Century Financial Corporation Stock Option Plan
of 1994 (incorporated herein by reference to Exhibit
4(a) of Registration No. 33-54777)
4.2 Pacific Century Financial Corporation Stock Option Plan
of 1994 Amendment 97-1 (incorporated herein by
reference to Exhibit 10.13 of Form 10-K for the fiscal
year ended December 31, 1998)
4.3 Pacific Century Financial Corporation Stock Option Plan
of 1994 Amendment 97-2 (incorporated herein by
reference to Appendix A of Pacific Century Financial
Corporation 1998 Proxy Statement dated March 13, 1998)
4.4 Pacific Century Financial Corporation Stock Option Plan
of 1994 Amendment 99-2 (incorporated herein by
reference to Exhibit 10.15 of Form 10-K for the fiscal
year ended December 31, 1998)
3.
<PAGE>
5 Opinion of Counsel regarding legality
23.1 Consent of Independent Auditor
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
</TABLE>
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 Honolulu, Hawaii, on the 4th day of June, 1999.
PACIFIC CENTURY FINANCIAL
CORPORATION
By /s/ Richard J. Dahl
----------------------------------
Richard J. Dahl
President
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.
Dated: June 4, 1999
Signature Title
- --------- -----
* Chairman of the Board,
- ------------------------- Chief Executive
Lawrence M. Johnson Officer and Director
/s/ Richard J. Dahl President, Chief Operating Officer
- ------------------------- and Director
Richard J. Dahl
4.
<PAGE>
* Director
- -------------------------
Peter D. Baldwin
* Director
- -------------------------
Mary G.F. Bitterman
* Director
- -------------------------
David A. Heenan
* Director
- -------------------------
Stuart T.K. Ho
* Director
- -------------------------
Herbert M. Richards, Jr.
* Director
- -------------------------
H. Howard Stephenson
* Director
- -------------------------
Stanley S. Takahashi
* Director
- -------------------------
Donald M. Takaki
* Director
- -------------------------
Fred E. Trotter, III
* Chief Financial
- ------------------------- Officer
David A. Houle
* Controller
- -------------------------
Denis K. Isono
*By /s/ Richard J. Dahl
----------------------
Richard J. Dahl
Attorney-in-Fact
5.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
4.1 Pacific Century Financial Corporation Stock Option Plan
of 1994 (incorporated herein by reference to Exhibit
4(a) of Registration No. 33-54777)
4.2 Pacific Century Financial Corporation Stock Option Plan
of 1994 Amendment 97-1 (incorporated herein by
reference to Exhibit 10.13 of Form 10-K for the fiscal
year ended December 31, 1998)
4.3 Pacific Century Financial Corporation Stock Option Plan
of 1994 Amendment 97-2 (incorporated herein by
reference to Appendix A of Pacific Century Financial
Corporation 1998 Proxy Statement dated March 13, 1998)
4.4 Pacific Century Financial Corporation Stock Option Plan
of 1994 Amendment 99-2 (incorporated herein by
reference to Exhibit 10.15 of Form 10-K for the fiscal
year ended December 31, 1998)
5 Opinion of Counsel regarding legality
23.1 Consent of Independent Auditor
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
</TABLE>
<PAGE>
EXHIBIT 5
June 4, 1999
Pacific Century Financial Corporation
130 Merchant Street
Honolulu, Hawaii 96813
Ladies and Gentlemen:
We have acted as counsel to Pacific Century Financial Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 (the "Registration
Statement") relating to the registration by the Company of an additional
5,900,000 shares (the "Shares") of the Company's common stock, $.01 par value
per share, to be issued pursuant to options granted or to be granted under the
Company's Stock Option Plan of 1994, as amended (the "Plan").
In so acting, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of (i) the Certificate of Incorporation of the
Company, (ii) the By-Laws of the Company, (iii) a good standing certificate for
the Company dated as of a recent date from the State of Delaware, (iv) the Plan,
and (v) such other documents, records, certificates, and other instruments of
the Company as in our judgment are necessary or appropriate for purposes of the
opinion hereinafter expressed.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
2. The Shares, when issued in accordance with the terms of the options
and the Plan and for consideration not less than par value per Share, will be
duly authorized, validly issued, fully paid, and non-assessable.
We are expressing the opinions above as members of the Bar of the State of
Hawaii, and we express no opinion as to any law other than the General
Corporation Law of the State of Delaware.
2.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
CARLSMITH BALL
By /s/ Steven M. Egesdal
------------------------------------
Its Partner
3.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of our report dated January 22, 1999, with respect to the consolidated financial
statements of Pacific Century Financial Corporation and subsidiaries included in
its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Honolulu, Hawaii
June 4, 1999
4.
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that PACIFIC CENTURY FINANCIAL
CORPORATION, a Delaware corporation (the "Corporation") and the undersigned, in
the capacities indicated below, hereby constitute and appoint
LAWRENCE M. JOHNSON, RICHARD J. DAHL, DAVID A. HOULE, DENIS K. ISONO, and JOSEPH
T. KIEFER, of Honolulu, Hawaii, and each of them (with full power to each of
them to act alone), their true and lawful attorneys and agents to do any and all
acts and things and to execute any and all instruments that said attorneys and
agents, or any of them, may deem necessary or advisable or may require to enable
the Corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the Securities Act of
1933 of an additional 5,900,000 shares of the Corporation's common stock that
may be issued pursuant to the Pacific Century Financial Corporation Stock Option
Plan of 1994, including specifically, but without limiting the generality of the
foregoing, power and authority to sign the names of the Corporation and the
undersigned in the capacities indicated below to any registration statement and
any and all amendments and supplements to any registration statement and to any
instruments or documents filed as a part of or in connection with any such
amendments or supplements to any registration statement, and the undersigned
hereby ratify and confirm all that said attorneys and agents, or any of them,
shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the Corporation and the undersigned have hereunto
set their hands as of the 11th day of December, 1998. This Power of Attorney
may be executed in any number of counterparts by one or more of the undersigned.
PACIFIC CENTURY FINANCIAL
CORPORATION
By /s/ LAWRENCE M. JOHNSON
------------------------------------
LAWRENCE M. JOHNSON
Chairman of the Board, Chief
Executive Officer and Director
By /s/ RICHARD J. DAHL
------------------------------------
RICHARD J. DAHL
President and Director
5.
<PAGE>
/s/ DAVID A. HOULE
---------------------------------------
DAVID A. HOULE
Executive Vice President, Treasurer and
Chief Financial Officer
/s/ DENIS K. ISONO
---------------------------------------
DENIS K. ISONO
Senior Vice President and Controller
(Principal Accounting Officer)
/s/ PETER D. BALDWIN
---------------------------------------
PETER D. BALDWIN, Director
/s/ MARY G. F. BITTERMAN
---------------------------------------
MARY G. F. BITTERMAN, Director
/s/ DAVID A. HEENAN
---------------------------------------
DAVID A. HEENAN, Director
/s/ STUART T. K. HO
---------------------------------------
STUART T. K. HO, Director
/s/ HERBERT M. RICHARDS
---------------------------------------
HERBERT M. RICHARDS, JR., Director
/s/ H. HOWARD STEPHENSON
---------------------------------------
H. HOWARD STEPHENSON, Director
/s/ STANLEY S. TAKAHASHI
---------------------------------------
STANLEY S. TAKAHASHI, Director
/s/ DONALD M. TAKAKI
---------------------------------------
DONALD M. TAKAKI, Director
/s/ FRED E. TROTTER, III
---------------------------------------
FRED E. TROTTER, III, Director
6.
