UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): August
25, 2008
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
of
incorporation)
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(Commission
File
Number)
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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)
Registrant’s
telephone number, including area code:
(808) 544-0500
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
communication 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 1.01
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Entry
into a Material Definitive
Agreement.
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On August 25, 2008, Central
Pacific Financial Corp. (“CPF”) and
Wells Fargo Bank, N.A. (the “Rights
Agent” ) entered into Amendment One (the “Amendment”)
to the Rights Agreement, dated as of August 26, 1998, by and between CPF and
ChaseMellon Shareholder Services L.L.C., as rights agent (as amended, the “Rights
Agreement”). The Amendment extends the expiration date of CPF’s preferred
stock purchase rights (the “Rights”)
issued under the Rights Agreement from August 26, 2008, to August 26, 2009
(the “Final
Expiration Date”).
Other than changing the Final
Expiration Date, there were no changes to the terms of the Rights. A copy of the
Amendment is attached as Exhibit 4.1 to this Current Report on Form 8-K and
is incorporated by reference. The Board of Directors of CPF intend to request
the shareholders to approve the Rights Agreement, as such may be amended, at the
next annual shareholders meeting.
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Item 3.03
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Material
Modification to Rights of Security
Holders.
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The information set forth in
Item 1.01 of this Current Report on Form 8-K, with respect to the
Amendment, is incorporated into this Item 3.03 by
reference.
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Item 9.01
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Financial
Statements and Exhibits
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(d) Exhibits
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4.1
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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. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, 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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| 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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