UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________
FORM 8-A
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:
Preferred Stock Purchase Rights
_____________________________________________
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On July 23, 2003, the Board of Directors of CB Bancshares,
Inc. (the "Company") declared a dividend distribution of one Right for each
outstanding share of Company Common Stock to stockholders of record at the
close of business on August 4, 2003 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company a unit consisting of one
one-hundredth of a share (a "Unit") of Series A Junior Participating Preferred
Stock, par value $1.00 per share (the "Series A Preferred Stock") at a
Purchase Price of $225.00 per Unit, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (as amended, restated,
renewed or extended from time to time, the "Rights Agreement") between the
Company and City Bank, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified in
the Rights Agreement, the Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement by the Company that a person or group of affiliated or
associated persons (an "Acquiring Person") on or after the record date
beneficially owns 15% or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date") or (ii) 10 business days (or such later date as the
Board shall determine) following the commencement of a tender offer or
exchange offer that would result in a person or group becoming an Acquiring
Person. Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after the
Record Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence
of a Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock
will be issued.
The Rights are not exercisable until the Distribution Date
and will expire at 5:00 P.M. (Honolulu, Hawaii time) on August 4, 2013, unless
such date is extended or the Rights are earlier redeemed or exchanged by the
Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights. Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the exercise price of the
Right. Notwithstanding any of the foregoing, following such time as any Person
becomes an Acquiring Person, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
any Acquiring Person will be null and void. However, Rights are not
exercisable following such time as any Person becomes an Acquiring Person
until such time as the Rights are no longer redeemable by the Company as set
forth below.
For example, at an exercise price of $225.00 per Right, each
Right not owned by an Acquiring Person (or by certain related parties)
following such time as any Person becomes an Acquiring Person would entitle
its holder to purchase $450.00 worth of Common Stock (or other consideration,
as noted above) for $225.00. Assuming that the Common Stock had a per share
value of $62.44 at such time, the holder of each valid Right would be entitled
to purchase 7.2 shares of Common Stock for $225.00.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company engages in a merger or other business
combination transaction in which the Company is not the surviving corporation,
(ii) the Company engages in a merger or other business combination transaction
in which the Company is the surviving corporation and the Common Stock of the
Company is changed or exchanged, or (iii) 50% or more of the Company's assets
or earning power is sold or transferred, each holder of a Right (except Rights
which have previously been voided as set forth above) shall thereafter have
the right to receive, upon exercise, common stock of the acquiring company
having a value equal to two times the exercise price of the Right. The events
set forth in this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one share of Common Stock, or one
one-hundredth of a share of Preferred Stock (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred Stock
or convertible securities at less than the current market price of the
Preferred Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular periodic cash
dividends) or of subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price
of $.01 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Under certain circumstances set forth
in the Rights Agreement, the decision to redeem will require the concurrence
of a majority of the Continuing Directors. Immediately upon the action of the
Board of Directors ordering redemption of the Rights with, where required, the
concurrence of the Continuing Directors, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01 redemption
price.
The term "Continuing Directors" means any member of the
Board of Directors of the Company who was a member of the Board prior to the
date of the Rights Agreement, and any person who is subsequently elected to
the Board if such person is recommended or approved by a majority of the
continuing Directors, but shall not include an Acquiring Person, or an
affiliate or associate of an Acquiring Person, or any representative of the
foregoing entities.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the distribution
of the Rights will not be taxable to stockholders or to the Company,
stockholders may, depending upon the circumstances, recognize taxable income
in the event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company or
in the event of the redemption of the Rights as set forth above.
Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended
by the Board in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights, or to shorten or lengthen
any time period under the Rights Agreement. Under certain circumstances set
forth in the Rights Agreement, the decision to amend will require the
concurrence of a majority of Continuing Directors. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are not
redeemable.
The Rights Agreement is filed herewith as Exhibit 1 and is
incorporated herein by reference. The foregoing summary description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the full text of the Rights Agreement.
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this Registration
Statement.
EXHIBIT NO. DESCRIPTION
1 Rights Agreement, dated as of July 23, 2003 by and
between CB Bancshares, Inc. and City Bank, as Rights
Agent, including the form of Certificate of Designation,
Preferences and Rights of Series A Junior Participating
Preferred Stock attached as Exhibit A thereto and the
form of Rights Certificate attached as Exhibit B thereto
(incorporated by reference to Exhibit 99.1 to CB
Bancshares, Inc.'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