FIRST HAWAIIAN, INC. — Regulatory Filings 2016

Dec 13, 2016

S-8 1 a16-22778_1s8.htm S-8

*As filed with the Securities and Exchange Commission on December 13, 2016.*

*Registration No. 333-*

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM S-8*

*REGISTRATION STATEMENT*

*UNDER THE SECURITIES ACT OF 1933*

*First Hawaiian, Inc.*

(Exact Name of Registrant as Specified in its Charter)

Delaware	99-0156159
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
999 Bishop St., 29th Floor
Honolulu, Hawaii	96813
(Address of Principal Executive Offices)	(Zip Code)

*First Hawaiian, Inc. Deferred Compensation Plan Part B (2016 Restatement)*

(Full Title of Plans)

*Robert S. Harrison*

*First Hawaiian, Inc.*

*999 Bishop St., 29th Floor*

*Honolulu, Hawaii 96813*

*(808) 525-7000*

(Name, address, and telephone number, including area code, of agent for service)

*With copies to:*

*Catherine M. Clarkin*

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

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	o	Accelerated filer	o
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	o

*CALCULATION OF REGISTRATION FEE*

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Deferred Compensation Obligations (1)	$ 27,000,000	100 %	$ 27,000,000	$ 3,129.30

(1) The Deferred Compensation Obligations are unsecured obligations of First Hawaiian, Inc. to pay deferred compensation in the future in accordance with the terms of the First Hawaiian, Inc. Deferred Compensation Plan Part B (2016 Restatement). Deferred Compensation Obligations will be paid in cash.

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*PART I*

*INFORMATION REQUIRED IN THE*

*SECTION 10(A) PROSPECTUS*

The document(s) containing information specified by Part I of this Registration Statement will be sent or given to participants in the First Hawaiian, Inc. Deferred Compensation Plan Part B (2016 Restatement) (the “Plan”), as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements of Section 10(a) of the Securities Act.

*PART II*

*INFORMATION REQUIRED IN THE REGISTRATION STATEMENT*

*Item 3. Incorporation of Documents By Reference*

The following documents that First Hawaiian, Inc. (the “Company”) has filed with the Commission under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated by reference into this Registration Statement:

· The Company’s prospectus filed with the Commission on August 5, 2016, pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1, as amended (File No. 333-212451), which contains the Company’s audited financial statements for the latest fiscal year for which such statements have been filed;

· The Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2016 as filed with the Commission on September 9, 2016 and as amended on September 19, 2016;

· The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2016 as filed with the Commission on November 10, 2016; and

· The Company’s Current Report on Form 8-K as filed with the Commission on August 10, 2016.

In addition, all reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents with the Commission. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

No document or information deemed to be furnished and not filed in accordance with rules of the Commission shall be deemed to be incorporated herein by reference unless such document or information expressly provides to the contrary.

*Item 4. Description of Securities*

The $27,000,000 of deferred compensation obligations (the “Obligations”) being registered under this Registration Statement may be offered to certain eligible employees of the Company pursuant to the Plan. This section summarizes the material terms of the Obligations. Because this section is a summary, it does not describe every aspect of the Obligations. This summary is subject to and qualified in its entirety by reference to the terms of the Plan, which is filed as an exhibit to this Registration Statement.

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The Obligations are general unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Plan and rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The Company has established a trust to hold amounts contributed under the Plan, which remain general assets of the Company and rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding.

The Plan provides eligible employees with an opportunity to defer receipt of a portion of their salary and cash incentive compensation. A participant’s deferral request, determined in accordance with the provisions of the Plan, will determine the amount of compensation to be deferred. In addition to amounts that a participant elects to defer under the Plan, the Company may also elect to make retirement contributions for designated employees, which vest over a five-year period based on a participant’s service with the Company. Deferred amounts are credited to a bookkeeping account in the name of the participant and are credited with interest based on the Moody’s Average Corporate Bond Yield Interest Rate.

All deferral accounts under the Plan, together with interest earned thereon, will be payable, in cash, upon the termination of the deferral period in a single lump sum or in annual installments in accordance with the terms of the Plan and the participants’ elections.

The Company reserves the right to amend or terminate the Plan at any time. The Obligations are not convertible into any other security of the Company. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant of the Company. Participants cannot sell, assign, hypothecate, alienate, encumber or in any way transfer or convey in advance of receipt any Obligations.

*Item 5. Interests of Named Experts and Counsel*

The validity of the Obligations offered hereby has been passed upon by Sullivan & Cromwell, LLP. A copy of this opinion is attached as Exhibit 5.1 to this Registration Statement.

*Item 6. Indemnification of Directors and Officers*

The Company is incorporated under the Delaware General Corporation Law (the “DGCL”). Section 145 of the DGCL provides that a corporation organized thereunder may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of the Company’s stockholders or disinterested directors or otherwise. The Company’s amended and restated bylaws provide for indemnification of its directors, officers and employees to the fullest extent permitted by the DGCL, subject to limited exceptions.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock purchases, redemptions or other distributions or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s amended and restated certificate of incorporation provides for such limitation of liability. The Company maintains, or has contracted with its principal stockholder to maintain on its behalf, policies of insurance under which coverage is provided (a) to its directors and officers, in their respective capacities as such, against loss arising from a claim made for any actual or alleged wrongful act, and (b) to the Company with respect to payments which the Company may make to such officers and directors pursuant to the above indemnification as a matter of law. In addition, under certain circumstances, the Company’s underwriters are obligated to indemnify the Company’s directors, officers and controlling persons against certain liabilities under the Securities Act.

*Item 7. Exemption from Registration Claimed*

Not applicable.

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*Item 8. Exhibits*

The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this Registration Statement.

*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;

(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; 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 (1)(i) and (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 Exchange Act that are incorporated by reference in this Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

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*SIGNATURES*

Pursuant to the requirements of the Securities Act, the Company has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Honolulu, Hawaii, on December 13, 2016.

First Hawaiian, Inc.
By:	/s/ Robert S. Harrison
	Robert S. Harrison
	Chairman of the Board and Chief Executive Officer

*POWERS OF ATTORNEY*

The undersigned officers and directors do hereby constitute and appoint Robert S. Harrison, Eric K. Yeaman and Michael Ching, and any of them, with full power of substitution and re-substitution, as our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers, and to execute any and all instruments for us and in our names in the capacities indicated below, that such person may deem necessary or advisable to enable the Company to comply with the Securities Act and any rules, regulations and requirements of the Commission in connection with this Registration Statement, including specifically, but not limited to, power and authority to sign for us, any of us, in the capacities indicated below, any and all amendments hereto (including post-effective amendments); and we do hereby ratify and confirm all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2016.

Name	Title
/s/ Robert S. Harrison	Chairman of the Board and Chief Executive Officer
Robert S. Harrison	(Principal Executive Officer)
/s/ Michael Ching	Chief Financial Officer and Treasurer
Michael Ching	(Principal Financial Officer)
/s/ Matthew Cox	Director
Matthew Cox
/s/ W. Allen Doane	Director
W. Allen Doane
/s/ Thibault Fulconis	Director
Thibault Fulconis
/s/ Gérard Gil	Director
Gérard Gil
/s/ Jean-Milan Givadinovitch	Director
Jean-Milan Givadinovitch
/s/ J. Michael Shepherd	Director
J. Michael Shepherd
/s/ Allen B. Uyeda	Director
Allen B. Uyeda
/s/ Michel Vial	Director
Michel Vial

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*EXHIBIT INDEX*

Exhibit No.	Description
4.1	Second Amended and Restated Certificate of Incorporation of First Hawaiian, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the Commission on August 10, 2016 (File No. 001-14585))
4.2	Second Amended and Restated Bylaws of First Hawaiian, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1, as amended (File No. 333-212451))
5.1	Opinion of Sullivan & Cromwell LLP*
10.1	First Hawaiian, Inc. Deferred Compensation Plan Part B (2016 Restatement)*
23.1	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)*
23.2	Consent of Deloitte & Touche LLP*
24.1	Power of Attorney (set forth on signature page)*

• Filed herewith.

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