UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

BANK OF HAWAII CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware		99-0148992
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

130 Merchant Street Honolulu, Hawaii		96813
(Address of Principal Executive Offices)		(Zip Code)

BANK OF HAWAII

RETIREMENT SAVINGS PLAN

(Full Title of the Plan)

Mark A. Rossi

Vice Chairman and Chief Administrative Officer

Bank of Hawaii Corporation

130 Merchant Street

Honolulu, Hawaii 96813

 (Name and Address of Agent for Service)

(808) 694-8366

(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Steven Kaplan, Esq.

Arnold & Porter LLP

555 Twelfth Street, NW

Washington, DC 20004

(202) 942-5998

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 þ		Accelerated filer o
Non-accelerated filer o (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 (1)			Proposed Maximum Offering Price Per Share				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Common Stock, $0.01 par value per share		250,000 shares	(2) (3)		$	44.75	(4)		$	11,187,500.00	(4)		$	797.67

 

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(1)	Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of interests to be offered and sold pursuant to the Retirement Savings Plan.

 

(2)	The number of shares being registered represents shares of Common Stock of Bank of Hawaii Corporation that may be offered or sold under the Retirement Savings Plan.

 

(3)	Pursuant to Rule 416(b), the registration statement shall be deemed to cover additional shares resulting from the split of, or a stock dividend on, the registered shares.

 

(4)

Estimated pursuant to Rule 457(c) and (h) solely for the purposes of calculating the amount of the registration fee. The fee with respect to the shares registered herein was based on the average of the high and low price per share of the Common Stock on March 24, 2010, as reported by the New York Stock Exchange.

 

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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The following documents, filed with the Securities Exchange Commission (“Commission”) are hereby incorporated by reference in this Registration Statement:

 

a)

The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009.

 

b)

The Current Report on Form 8-K filed on January 19, 2010.

 

c)

The Annual Report on Form 11-K for the year ended December 31, 2008 for the Bank of Hawaii Retirement Savings Plan.

 

d)

The description of the Registrant’s Common Stock contained in the 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.

 

 

(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 Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of its annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and each filing of the 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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(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 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 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.

 

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