UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Territorial Bancorp Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 26-4674701
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1132 Bishop Street, Suite 2200, Honolulu, Hawaii 96813
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the Pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
Securities Act registration statement file number to which this form
relates: 333-155388
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Securities to be registered pursuant to Section 12(b) of the Act.
Common Stock, par value $0.01 The NASDAQ Stock Market, LLC
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(Title of Class) (Name of Each Exchange on Which
Each Class is to be Registered)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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For a description of the Registrant's securities, reference is made to "Our
Policy Regarding Dividends," "The Conversion; Plan of Distribution,"
"Restrictions on Acquisition of Territorial Bancorp Inc." and "Description of
Capital Stock" in the Registrant's Registration Statement on Form S-1 (File No.
333-155388), as initially filed November 14, 2008 and as amended on March 12,
2009, May 4, 2009 and May 14, 2009, which is hereby incorporated by reference.
For a description of the provisions of the Registrant's Articles of
Incorporation and Bylaws, reference is made to "Restrictions on Acquisition of
Territorial Bancorp Inc." and "Description of Capital Stock" in the Registrant's
Registration Statement on Form S-1 (File No. 333-155388), as initially filed
November 14, 2008 and as amended on March 12, 2009, May 4, 2009 and May 14,
2009, which is incorporated herein by reference.
Item 2. Exhibits.
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1. Registration Statement on Form S-1 (File No. 333-155388), as initially
filed November 14, 2008 and as amended on March 12, 2009, May 4, 2009
and May 14, 2009, which is incorporated herein by reference.
2. Articles of Incorporation (incorporated by reference to Exhibit 3.1 of
the Registration Statement on Form S-1 (File No. 333-155388), as
initially filed November 14, 2008 and as amended on March 12, 2009,
May 4, 2009 and May 14, 2009).
3. Bylaws (incorporated by reference to Exhibit 3.2 of the Registration
Statement on Form S-1 (File No. 333-155388), as initially filed
November 14, 2008 and as amended on March 12, 2009, May 4, 2009 and
May 14, 2009).
4. Form of Common Stock Certificate (incorporated by reference to Exhibit
4 of the Registration Statement on Form S-1 (File No. 333-155388), as
initially filed November 14, 2008 and as amended on March 12, 2009,
May 4, 2009 and May 14, 2009).
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.
TERRITORIAL BANCORP, INC.
Date: July 7, 2009 By: \s\ Allan S. Kitagawa
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Allan S. Kitagawa
Chairman of the Board, Chief Executive
Officer and President