UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________
FORM 8-A/A
AMENDMENT NO. 5
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES
EXCHANGE ACT OF 1934
CB BANCSHARES, INC.
________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Hawaii 99-0197163
______________________________________ ________________________________
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
201 Merchant Street
Honolulu, Hawaii 96813
______________________________________ ________________________________
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [x]
Securities Act registration statement file number to which this
form relates: N/A
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
____________________ ______________________________
N/A N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
_____________________________________________
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Form 8-A/A amends and supplements the Form 8-A filed by CB Bancshares,
Inc. (the "Company") on April 24, 1989, as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, and Amendment No. 4 filed by the Company on
July 11, 1989, August 28, 1990, March 25, 1998, and May 30, 2003, respectively
(the "Form 8-A").
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Item 1 of the Form 8-A is amended and supplemented by adding the following:
On July 23, 2003, the Company and City Bank, as Rights
Agent, pursuant to resolutions adopted by the Company's Board of Directors,
amended ("Amendment No. 6") the Company's rights agreement, dated as of March
16, 1989, as amended (the "1989 Rights Agreement"), so that the rights
associated with the 1989 Rights Agreement will be exercisable only if a person
or group acquires beneficial ownership of 20% or more of the Company's common
stock prior to the close of business on August 4, 2003, or commences a tender
or exchange offer on or prior to July 23, 2003, which, if completed, would
result in such person or group beneficially owning 30% or more of the
Company's common stock.
The foregoing description of Amendment No. 6 does not
purport to be complete and is qualified in its entirety by reference to
Amendment No. 6.
ITEM 2. EXHIBITS
4.7 Amendment No. 6 to Rights Agreement, dated as of July 23,
2003, incorporated herein by reference to Exhibit 99.2 to
the Company's Current Report on Form 8-K, filed July 24,
2003
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
CB BANCSHARES, INC.
By: /s/ Dean K. Hirata
-----------------------------------
Name: Dean K. Hirata
Title: Senior Vice President and
Chief Financial Officer
(principal financial officer)
Date: July 24, 2003