UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): DECEMBER 8, 2004 ------------------- HAWAIIAN HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------- DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 1-31443 71-0879698 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 12730 HIGH BLUFF DRIVE, SUITE 180, SAN DIEGO, CA 92130 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (858) 523-0171 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ------------------- 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES (a) On December 8, 2004, Hawaiian Holdings, Inc. (the "Registrant"), entered into agreements with three institutional investors to issue and sell an aggregate of 650,000 shares of common stock, par value, $.01 per share, of the Registrant for an aggregate purchase price of $3,737,500. The form of stock purchase agreement with respect thereto is filed as an exhibit hereto. The Registrant is obligated to pay $186,875 in respect of commissions to a placement agent in connection with such sales. Such sales were effected pursuant to an exemption from registration based on Section 4(2) of the Securities Act of 1933, as amended, as transactions not involving any public offering. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. Not Applicable/None (b) Pro Forma Financial Information. Not Applicable/None (c) Exhibits. ----------------------------------------------------------------- Exhibit Number Document Description ----------------------------------------------------------------- 10.1 Form of Stock Purchase Agreement dated December 2004 ----------------------------------------------------------------- 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. Hawaiian Holdings, Inc. Date: December 8, 2004 By /s/ Randall L. Jenson --------------------- Randall L. Jenson Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. ----------- 10.1 Form of Stock Purchase Agreement dated December 2004