§412:3-202  Additional requirementsfor holding company.  An applicant for the organization of a Hawaii financial institution that will be a subsidiary of a holding company shall furnishthe commissioner with the following additional information regarding theholding company, unless waived by the commissioner:

(1)  If the holding company is a corporation, acertificate from the incorporating jurisdiction indicating that the corporationwas properly organized under applicable corporate law, and that it is otherwisein good standing;

(2)  Its existing and proposed affiliates andsubsidiaries, and the extent and nature of its control over the operations ofthe proposed financial institution;

(3)  Financial statements, employment history,education, management experience, and other biographical information for all ofits executive officers and directors;

(4)  The name and address of each shareholder or eachproposed subscriber of capital stock;

(5)  The proposed capital plan, if capital has notbeen fully raised, that shall include:

(A)  A description of any stock options,debentures, and stock warrants offered or proposed to be offered to any person;and

(B)  Any stock option plan;

(6)  The proposed capital stock solicitation plan, ifsubscriptions for capital stock will be solicited, that shall include:

(A)  Information regarding the solicitationplan by which the applicant and the proposed holding company propose to conductthe solicitation of subscribers;

(B)  Information regarding the classes ofshares, respective quantities of shares for each class, and the subscriptionprice of each class of stock;

(C)  A specimen subscription contract orpurchase agreement and other related documents to be executed by subscribers;

(D)  Any underwriting agreement or otheragreement for the purchase or distribution of the capital stock;

(E)  Any escrow agreements or other agreementfor the holding of the purchase proceeds of the capital stock;

(F)  Proposed advertising materials;

(G)  If the offer and sale of the capital stockis subject to the Securities Act of 1933 and regulations thereunder, a copy ofthe registration statement most recently filed with the federal Securities andExchange Commission or any other notices or other filings in lieu ofregistration required or permitted by that Act or regulation and any subsequentamendments thereto;

(H)  If the offer and sale of the capital stockis subject to chapter 485A, a copy of the registration or qualificationstatement most recently filed with the commissioner of securities and anysubsequent amendments thereto; and

(I)  If the offer and sale of the capital stockis not subject to the Securities Act of 1933 or chapter 485A, whether exemptedby law or regulation or otherwise, a copy of the most recent version of anyprospectus, offering memorandum, offering circular, or other offering documentproposed to be delivered to prospective subscribers to the capital stock, andany subsequent amendments thereto;

(7)  The articles of incorporation and bylaws of theholding company;

(8)  Evidence that it has or will have the financialability, responsibility, and experience to engage in the business of afinancial institution holding company;

(9)  The employment agreements for all executiveofficers of the holding company; and

(10)  Any other information that the commissioner mayrequire. [L 1993, c 350, pt of §1; am L 2006, c 228, §16; am L 2007, c 9, §15]