Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-8 Alexander & Baldwin, Inc. Form S-8 9± 45K
2: EX-5 Opinion of Brobeck, Et Al 2± 8K
3: EX-23 Consent of Deloitte & Touche LLP 1 5K
4: EX-99 Form of Stock Option Agreement for Initial Option 13± 51K
Grant
As filed with the Securities and Exchange Commission on December 18, 1998
Registration No. 333-_________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
ALEXANDER & BALDWIN, INC.
(Exact name of issuer as specified in its charter)
HAWAII 99-0032630
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
822 BISHOP STREET, HONOLULU, HAWAII 96813
POST OFFICE BOX 3440, HONOLULU, HAWAII 96801
(Address of principal executive offices) (Zip Code)
----------------------
ALEXANDER & BALDWIN, INC. 1998 STOCK OPTION/STOCK INCENTIVE PLAN
ALEXANDER & BALDWIN, INC. 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ALEXANDER & BALDWIN, INC. NON-EMPLOYEE DIRECTOR STOCK RETAINER PLAN
(Full title of the plans)
---------------------
Michael J. Marks
Vice President, General Counsel and Secretary
ALEXANDER & BALDWIN, INC.
822 BISHOP STREET, HONOLULU, HAWAII 96813
(Name and address of agent for service)
(808) 525-6611
(Telephone number, including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
[Enlarge/Download Table]
Title of Securities to Amount to be Offering Aggregate Amount of
be Registered Registered(1) Price Offering Price(2) Registration
per Share(2) Fee
=============================================================================================================
Alexander & Baldwin, Inc.
1998 Stock Option/Stock
Incentive Plan
--------------
Common Stock,
no par value 2,100,000 shares $20.6875 $43,443,750 $12,077.36
Alexander & Baldwin, Inc.
1998 Non-Employee Director
Stock Option Plan
-----------------
Common Stock,
no par value 130,000 shares $20.6875 $ 2,689,375 $ 747.65
Alexander & Baldwin, Inc.
Non-Employee Director
Stock Retainer Plan
-------------------
Common Stock,
no par value 20,000 shares $20.6875 $ 413,750 $ 115.02
Aggregate Filing Fee $12,940.03
=============================================================================================================
(1) This Registration Statement also shall cover any additional shares of
Common Stock which become issuable under the Alexander & Baldwin, Inc.
1998 Stock Option/Stock Incentive Plan, the Alexander & Baldwin, Inc. 1998
Non-Employee Director Stock Option Plan, and/or the Alexander & Baldwin,
Inc. Non-Employee Director Stock Retainer Plan by reason of any stock
dividend, stock split, recapitalization, or other similar transaction
effected without the Registrant's receipt of consideration, which results
in an increase in the number of the outstanding shares of Registrant's
Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the
high and low selling prices per share of the Registrant's Common Stock on
December 14, 1998, as reported by the Nasdaq National Market.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 Incorporation of Certain Documents by Reference
-----------------------------------------------
Alexander & Baldwin, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the SEC on March 27, 1998;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1998, June 30, 1998, and September 30,
1998, filed with the SEC on May 14, 1998, August 12, 1998, and
November 13, 1998, respectively;
(c) The Registrant's Current Reports on Form 8-K, filed with the SEC
on July 16, 1998 and August 25, 1998, respectively; and
(d) The Registrant's Restated Articles of Association, as restated
effective May 5, 1986, together with Amendments dated
April 28, 1988 and April 26, 1990, filed with the SEC on May 14,
1990 as Exhibits 3.a.(iii) and (iv) to Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1990,
in which there is described the terms, rights and provisions
applicable to the Registrant's outstanding Common Stock.
(e) The Registrant's Registration Statement on Form 8-A filed with
the SEC on July 16, 1998, in which there is described the
terms, rights and provisions applicable to the Registrant's
common stock purchase rights.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4 Description of Securities
-------------------------
Inapplicable.
Item 5 Interests of Named Experts and Counsel
--------------------------------------
Inapplicable.
Item 6 Indemnification of Directors and Officers
-----------------------------------------
Section 415-5 of the Hawaii Revised Statutes and the Registrant's
Articles of Association contain certain provisions covering indemnification of
corporate directors and officers against certain liabilities and expenses
incurred as a result of proceedings involving such persons in their capacities
as directors, officers or agents of the Registrant. Article VI of the Articles
of Association sets forth the extent to which officers or directors of the
Registrant may be protected or indemnified against certain liabilities which
they may incur. The general effect of such provision is that a person made a
party to an action, suit or proceeding by reason of the fact that he/she is or
was a director, officer, employee or agent of the Registrant, or of another
corporation or other enterprise which he/she served as such at the request of
the Registrant, shall be indemnified by the Registrant against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him/her in connection with such action,
suit or proceeding, provided he/she was acting in good faith and in a manner
he/she reasonably believed to be in the best interests of the Registrant and
only upon a determination in the specific case that the actions of such person
met the applicable standard of conduct. Article VI also provides that no
director, officer, or assistant officer of the Registrant, or person who serves
as a director, officer, or assistant officer of another corporation at the
request of the Registrant, shall be liable for any loss or damage suffered by
the Registrant due to an act or omission of such person unless he/she shall
have been guilty of misconduct or gross negligence. Chapter 415 of the Hawaii
Revised Statutes (Hawaii Business Corporation Act) and the Registrant's
Articles of Association also permit the Registrant to purchase insurance on
behalf of its directors, officers or agents against such liabilities and
expenses and the Registrant has purchased such liability insurance.
Chapter 415 of the Hawaii Revised Statutes was amended in 1989 to
give corporations the power, provided shareholder approval is obtained, to
eliminate or limit the personal liability of directors in actions for monetary
damages brought by the corporation or its shareholders against a director for
breach of fiduciary duty. The Registrant's shareholders have approved an
amendment to the Registrant's Articles of Association which limits such
personal liability. Corporations may not, however, eliminate or limit a
director's liability for any breach of a duty of loyalty, any act or omission
not performed in good faith or involving intentional misconduct or a willful
or reckless disregard of the director's fiduciary duty, any transaction from
which a director received an improper benefit or any willful or negligent
violation of any provision of Chapter 415 of the Hawaii Revised Statutes
concerning payment of dividends or purchase or redemption of the corporation's
stock. Any elimination or limitation of directors' liability would apply only
to acts or causes of action occurring or arising after the effective date of
the amendment.
Item 7 Exemption from Registration Claimed
-----------------------------------
Inapplicable.
Item 8 Exhibits
--------
Exhibit Number Exhibit
-------------- -------
4 Instruments Defining Rights of Stockholders.
Reference is made to Registrant's Restated
Articles of Association, together with Amendments
thereto, and Registrant's Registration Statement on
Form 8-A, including the exhibits thereto, which
are incorporated herein by reference pursuant to
Items 3(d) and 3(e) of this Registration Statement.
5 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is con-
tained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4
of this Registration Statement.
99.1* Alexander & Baldwin, Inc. 1998 Stock Option/Stock
Incentive Plan.
99.2 Form of Stock Option Agreement for initial option
grant.
99.3* Alexander & Baldwin, Inc. 1998 Non-Employee
Director Stock Option Plan.
99.4* Alexander & Baldwin, Inc. Non-Employee Director
Stock Retainer Plan.
* Exhibits 99.1 and 99.3 are incorporated herein by reference to Exhibits
10.b.1.(xxxii) and 10.b.1.(xxxiii), respectively, of Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1998, filed with the
SEC on May 14, 1998. Exhibit 99.4 is incorporated herein by reference to
Exhibit 10.b.1.(xxxiv) of Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998, filed with the SEC on August 12, 1998.
Item 9 Undertakings.
------------
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, as amended (the
"1933 Act"), (ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registra-
tion Statement, and (iii) to include any material information with respect to
the plan of distribution not previously disclosed in this Registration State-
ment or any material change to such information in this Registration
Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated
by reference into the registration statement; (2) that for the purpose of
determining any liability under the 1933 Act each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and (3) to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unissued upon the termination of the 1998 Stock Option/
Stock Incentive Plan, the 1998 Non-Employee Director Stock Option Plan, and/or
the Non-Employee Director Stock Retainer Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the 1933 Act
and is, therefore, unenforceable. In the event that a claim for indemnifica-
tion against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant 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 1933 Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the under-
signed, thereunto duly authorized, in the City of Honolulu, State of Hawaii,
on this 18th day of December, 1998.
ALEXANDER & BALDWIN, INC.
By /s/ W. Allen Doane
_______________________________
W. Allen Doane
President and Chief Executive Officer and
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of ALEXANDER &
BALDWIN, INC., a Hawaii corporation, do hereby constitute and appoint R. J.
Pfeiffer, W. Allen Doane, and Michael J. Marks and each of them, the lawful
attorneys and agents, with full power and authority to do any and all acts and
things and to execute any and all instruments which said attorneys and agents,
and any one of them, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting
the generality of the foregoing power and authority, the powers granted include
the power and authority to sign the names of the undersigned officers and
directors in the capacities indicated below to this Registration Statement, to
any and all amendments, both pre-effective and post-effective, and supplements
to this Registration Statement, and to any and all instruments or documents
filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
[Enlarge/Download Table]
Signatures Title Date
---------- ----- ----
/s/ R. J. Pfeiffer
___________________________ Chairman of the Board December 18, 1998
R. J. Pfeiffer
/s/ W. Allen Doane
___________________________ President and Chief Executive Officer
W. Allen Doane (Principal Executive Officer) and Director December 18, 1998
/s/ Glenn R. Rogers
___________________________ Executive Vice President, December 18, 1998
Glenn R. Rogers Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
/s/ Michael J. Chun
___________________________ Director December 18, 1998
Michael J. Chun
/s/ John C. Couch
___________________________ Director December 18, 1998
John C. Couch
/s/ Leo E. Denlea, Jr.
___________________________ Director December 18, 1998
Leo E. Denlea, Jr.
/s/ Walter A. Dods, Jr.
___________________________ Director December 18, 1998
Walter A. Dods, Jr.
/s/ Charles G. King
___________________________ Director December 18, 1998
Charles G. King
/s/ Carson R. McKissick
___________________________ Director December 18, 1998
Carson R. McKissick
/s/ C. Bradley Mulholland
___________________________ Director December 18, 1998
C. Bradley Mulholland
/s/ Lynn M. Sedway
___________________________ Director December 18, 1998
Lynn M. Sedway
/s/ Maryanna G. Shaw
___________________________ Director December 18, 1998
Maryanna G. Shaw
/s/ Charles M. Stockholm
___________________________ Director December 18, 1998
Charles M. Stockholm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
ALEXANDER & BALDWIN, INC.
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
------- -------
4 Instruments Defining Rights of Stockholders. Reference is
made to Registrant's Restated Articles of Association, together
with Amendments thereto, and Registrant's Registration Statement
on Form 8-A, including the exhibits thereto, which are
incorporated herein by reference pursuant to Items 3(d) and 3(e)
of this Registration Statement.
5 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1* Alexander & Baldwin, Inc. 1998 Stock Option/Stock Incentive
Plan.
99.2 Form of Stock Option Agreement for initial option grant.
99.3* Alexander & Baldwin, Inc. 1998 Non-Employee Director Stock
Option Plan.
99.4* Alexander & Baldwin, Inc. Non-Employee Director Stock Retainer
Plan.
* Exhibits 99.1 and 99.3 are incorporated herein by reference to Exhibits
10.b.1.(xxxii) and 10.b.1.(xxxiii), respectively, of Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1998, filed with the
SEC on May 14, 1998. Exhibit 99.4 is incorporated herein by reference to
Exhibit 10.b.1.(xxxiv) of Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998, filed with the SEC on August 12, 1998.
Dates Referenced Herein and Documents Incorporated by Reference
5 Subsequent Filings that Reference this Filing
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