UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported):
January
9, 2009
Central
Pacific Financial Corp.
(Exact
name of registrant as specified in its charter)
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Hawaii
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0-10777
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99-0212597
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(State
or other jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
incorporation)
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Number)
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Identification
No.
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220
South King Street, Honolulu, Hawaii
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96813
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(Address
of principal executive offices)
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(Zip
Code)
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(808)
544-0500
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02 Unregistered Sales of Equity Securities.
On January 9, 2009 (the “Closing
Date”), Central Pacific Financial Corp. (the “Company”) issued and sold, and the
United States Department of the Treasury (the “U.S. Treasury”) purchased, (1)
135,000 shares (the “Preferred Shares”) of the Company’s Fixed Rate Cumulative
Perpetual Preferred Stock, liquidation preference of $1,000 per share, and (2) a
ten-year warrant (the “Warrant”) to purchase up to 1,585,748 shares of the
Company’s voting common stock, no par value (“Common Stock”), at an exercise
price of $12.77 per share, for an aggregate purchase price of $135 million in
cash.
The securities were sold in a private
placement exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933.
Cumulative dividends on the Preferred
Shares will accrue on the liquidation preference at a rate of 5% per annum for
the first five years, and at a rate of 9% per annum thereafter, if, as and when
declared by the Company’s Board of Directors out of funds legally available
therefor. The Preferred Shares have no maturity date and rank senior to the
Common Stock with respect to the payment of dividends and distributions and
amounts payable upon liquidation, dissolution and winding up of the Company.
Subject to the approval of the Board of Governors of the Federal Reserve System,
the Preferred Shares are redeemable at the option of the Company at 100% of
their liquidation preference, provided, however, that the Preferred Shares may
be redeemed prior to the first dividend payment date falling after the third
anniversary of the Closing Date (February 15, 2012) only if (i) the Company has
raised aggregate gross proceeds in one or more Qualified Equity Offerings (as
defined in the letter agreement, dated the Closing Date between the Company and
the U.S. Treasury (including the Securities Purchase Agreement—Standard Terms
incorporated by reference therein) (the “Purchase Agreement”) and set forth
below) in excess of $33,750,000 and (ii) the aggregate redemption price does not
exceed the aggregate net proceeds from such Qualified Equity
Offerings.
The U.S. Treasury may not transfer a
portion or portions of the Warrant with respect to, and/or exercise the Warrant
for more than one-half of, the 1,585,748 shares of Common Stock issuable upon
exercise of the Warrant, in the aggregate, until the earlier of (i) the date on
which the Company has received aggregate gross proceeds of not less than $135
million from one or more Qualified Equity Offerings (as defined in the Purchase
Agreement and set forth below) and (ii) December 31, 2009. In the event the
Company completes one or more Qualified Equity Offerings on or prior to December
31, 2009 that result in the Company receiving aggregate gross proceeds of at
least $135 million, the number of the shares of Common Stock underlying the
portion of the Warrant then held by the U.S. Treasury will be reduced by
one-half of the shares of Common Stock originally covered by the Warrant. For
purposes of the foregoing, “Qualified Equity Offering” is defined as the sale
and issuance for cash by the Company to persons other than the Company or any
Company subsidiary after the Closing Date of shares of perpetual preferred
stock, Common Stock or any combination of such stock, that, in each case,
qualify as and may be included in Tier I capital of the Company at the time of
issuance under the applicable risk-based capital guidelines of the Board of
Governors of the Federal Reserve System (other than any such sales and issuances
made pursuant to agreements or arrangements entered into, or pursuant to
financing plans which were publicly announced, on or prior to October 13,
2008).
The Purchase Agreement pursuant to
which the Preferred Shares and the Warrant were sold contains limitations on the
payment of dividends on the Common Stock (including with respect to the payment
of cash dividends in excess of the Company’s current quarterly cash dividend of
$0.10 per share) and on the Company’s ability to repurchase its Common Stock,
and subjects the Company to certain of the executive compensation limitations
included in the Emergency Economic Stabilization Act of 2008 (the “EESA”). As a
condition to the closing of the transaction, each of Messrs. Ronald K. Migita,
Blenn A. Fujimoto, Curtis W. Chinn, Dean K. Hirata and Denis K. Isono, the
Company’s Senior Executive Officers (as defined in the Purchase Agreement) (the
“Senior Executive Officers”), (i) executed a waiver (the “Waiver”) voluntarily
waiving any claim against the U.S. Treasury or the Company for any changes to
such Senior Executive Officer’s compensation or benefits that are required to
comply with the regulation issued by the U.S. Treasury under the TARP Capital
Purchase Program as published in the Federal Register on October 20, 2008 and
acknowledging that the regulation may require modification of the compensation,
bonus, incentive and other benefit plans, arrangements and policies and
agreements (including so-called “golden parachute” agreements) (collectively,
“Benefit Plans”) as they relate to the period the U.S. Treasury holds any equity
or debt securities of the Company acquired through the TARP Capital Purchase
Program; and (ii) entered into a letter agreement (the “Letter Agreement”) with
the Company amending the Benefit Plans with respect to such Senior Executive
Officer as may be necessary, during the period that the U.S. Treasury owns any
debt or equity securities of the Company acquired pursuant to the Purchase
Agreement or the Warrant, as necessary to comply with Section 111(b) of the
EESA.
Copies of the Purchase Agreement, the
form of Warrant and the Statement of Issuance with respect to the Preferred
Shares are included as exhibits to this Report on Form 8-K and are incorporated
by reference into Items 3.02, 3.03, 5.02 and 5.03. The foregoing summary of
certain provisions of these documents is qualified in its entirety by reference
thereto.
Item
3.03 Material Modification of the Rights of Security Holders.
The information set forth under “Item
3.02 Unregistered Sales of Equity Securities” is incorporated by reference into
this Item 3.03.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) The information set forth under
“Item 3.02 Unregistered Sales of Equity Securities” is incorporated by reference
into this Item 5.02.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 31, 2008 and January 7,
2009 respectively, the Company filed with the State of Hawaii Department of
Commerce and Consumer Affairs a Statement of Issuance of Shares of Preferred or
Special Classes in Series establishing the terms of the Preferred Shares and a
Correction (together, the “Statement of Issuance”). This Statement of
Issuance is an exhibit to this Report on Form 8-K and is incorporated by
reference into this Item 5.03.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
The
following exhibits are being filed as part of this Report on Form
8-K:
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Exhibit
No.
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Description
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4.1
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Statement
of Issuance, dated as of December 31, 2008.
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4.2
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Warrant to purchase up to 1,585,748 shares of Common Stock, issued on January 9, 2009. | ||
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10.1
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Letter
Agreement, dated January 9, 2009, including the Securities Purchase
Agreement — Standard Terms incorporated by reference therein, between the
Company and the U.S.
Treasury.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Central
Pacific Financial Corp.
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(Registrant)
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Date: January
12, 2009
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By:
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/s/ Dean K. Hirata |
| Dean K. Hirata | ||
| Vice Chairman and Chief Financial Officer |
EXHIBIT
INDEX
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Exhibit
No.
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Description
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4.1
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Statement
of Issuance, dated as of December 31, 2008.
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| 4.2 | Warrant to purchase up to 1,585,748 shares of Common Stock, issued on January 9, 2009. |
| 10.1 |
Letter
Agreement, dated January 9, 2009, including the Securities Purchase
Agreement — Standard Terms incorporated by reference therein, between the
Company and the U.S.
Treasury.
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