UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-A/A
Amendment No. 1
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
CENTRAL
PACIFIC FINANCIAL CORP.
(Exact
name of registrant as specified in its charter)
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HAWAII
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99-0212597
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(State
or other jurisdiction
of
incorporation)
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(IRS
Employer
Identification
No.)
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220
SOUTH KING STREET
HONOLULU,
HAWAII 96813
(Address,
including zip code, of principal executive office)
Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
to be so
registered
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Name
of each exchange on which
Each class is to be
registered
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Common
Stock, no par value
Preferred
Share Purchase Rights
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New
York Stock Exchange
New
York Stock Exchange
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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), check the following box. o.
Securities
to be registered pursuant to Section 12(g) of the Act:
None
This Form
8-A/A amends and supplements the Form 8-A filed by Central Pacific Financial
Corp., formerly known as CPB, Inc. (the “Company”)
on December 12, 2002 (the “Form 8-A”).
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Item 1
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Description
of Registrant’s Securities to be
Registered
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Item 1 of the Form 8-A is amended
and supplemented by adding the following:
On August 25, 2008, the Company and
Wells Fargo Bank N.A.,as successor rights agent, entered into Amendment One (the
“Amendment”)
to the Rights Agreement, dated as of August 26, 1998 (the “Rights
Agreement”) by and between the Company and ChaseMellon Shareholder
Services L.L.C., as rights agent.
The Amendment extends the expiration
date of the Company’s preferred stock purchase rights issued under the Rights
Agreement from August 26, 2008, to August 26, 2009. The Rights
Agreement is filed as Exhibit 4.1 to the Company’s registration statement
on Form 8-A, filed with the Securities and Exchange Commission (the “SEC”) on
September 16, 1998 and is incorporated herein by reference. The
Amendment is filed as Exhibit 4.1 to Form 8-K, filed with the SEC on
August 26, 2008 and is incorporated herein by reference. The foregoing
description of the Rights Agreement and the Amendment does not purport to be
complete and is qualified in its entirety by reference to such
exhibits.
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Item 2
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Exhibits
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Item 2 of the Form 8-A is hereby
amended and supplemented by adding the following:
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4.5
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Amendment
One to Rights Agreement, dated as of August 26, 2008, by and between
Central Pacific Financial Corp. and Wells Fargo Bank, N.A.. (incorporated
by reference from Exhibit 4.1 of Form 8-K, File 0-10777, filed on
August 26, 2008)
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SIGNATURES
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.
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CENTRAL
PACIFIC FINANCIAL CORP.
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| Date: August 26, 2008 |
By:
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/s/
Glenn K.C. Ching
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Name:
Title:
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Glenn
K.C. Ching
Senior
Vice President, General Counsel and Corporate
Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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4.5
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Amendment
One to Rights Agreement, dated as of August 26, 2008, by and between
Central Pacific Financial Corp. and Wells Fargo Bank, N.A.. (incorporated
by reference from Exhibit 4.1 of Form 8-K, File 0-10777, filed on
August 26,
2008)
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