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 HAWAIIAN HOLDINGS, INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 71-0879698 ---------------------------------------- ------------------------------------ (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 3375 Koapaka Street, Suite G-350 Honolulu, Hawaii 96819 ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Common Stock, par value $.01 American Stock Exchange, Inc. Pacific Exchange, Inc. If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c), check the following box. [X] 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 Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [_] Securities Act registration statement file number to which this form relates: _______________ (If Applicable) Securities to be registered pursuant to Section 12(g) of the Act: None ----------------------------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The description of the securities to be registered hereunder, presented under the caption "Description of Hawaiian Holdings Capital Stock" in the Preliminary Proxy Statement/Prospectus, included as part of the Registrant's Registration Statement on Form S-4 originally filed under the Securities Act of 1933 with the Securities and Exchange Commission (the "Commission") on May 3, 2002 (Registration No. 333-87540), as amended from time to time (the "1933 Act Registration Statement"), is hereby incorporated by reference. The description of the securities to be registered hereunder, presented under the caption "Description of Hawaiian Holdings Capital Stock" in the prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933 with the Commission on July 26, 2002, is hereby incorporated by reference. Item 2. EXHIBITS Not Applicable. 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, thereunto duly authorized. HAWAIIAN HOLDINGS, INC., REGISTRANT By: /s/ Lyn Flanigan Anzai --------------------------------------- Name: Lyn Flanigan Anzai Title: Vice President, General Counsel and Corporate Secretary Dated: August 26, 2002