AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2005
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
IDACORP, Inc.
(Exact name of registrant as specified in its charter)
Idaho 82-0505802
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
____________________
1221 West Idaho Street
Boise, Idaho 83702-5627
(Address, including zip code, of principal executive offices)
____________________
2000 Long-Term Incentive and Compensation Plan
(Full title of the plan)
Jan B. Packwood Darrel T. Anderson Thomas R. Saldin, Esq.
President and Senior Vice President - Senior Vice President,
Chief Executive Administrative General Counsel and
Officer Services and Chief Secretary
IDACORP, Inc. Financial Officer IDACORP, Inc.
1221 West Idaho Street IDACORP, Inc. 1221 West Idaho Street
Boise, Idaho 83702-5627 1221 West Idaho Street Boise, Idaho 83702-5627
(208) 388-2200 Boise, Idaho 83702-5627 (208) 388-2200
(208) 388-2200
(Names, addresses and telephone numbers, including area codes, of
agents for service)
____________________
Copies to:
Elizabeth W. Powers, Esq.
LeBoeuf, Lamb, Greene & MacRae, LLP
125 West 55th Street
New York, New York 10019
(212) 424-8000
____________________
CALCULATION OF REGISTRATION FEE
------------------ -------------- -------------- -------------- -------------
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered (1) price per ofering
share (2) price (2)
------------------ -------------- -------------- -------------- -------------
Common stock,
without 1,050,000
par value shares $27.65 $29,032,500 $3,418
------------------ -------------- -------------- -------------- -------------
Preferred
share
purchase 1,050,000
rights (3) rights ______ ______ ______
------------------ -------------- -------------- -------------- -------------
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered
or issued in connection with a stock split, stock dividend or similar
transaction.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low sale
prices of the Company's common stock as reported in the consolidated
reporting system on May 20, 2005.
(3) Since no separate consideration is paid for the preferred share purchase
rights, the registration fee is included in the common stock fee.
===============================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
------- ----------------------------------------
We hereby incorporate by reference the following documents that we
have filed with the Securities and Exchange Commission (File No. 1-14465):
1. Annual Report on Form 10-K for the year ended December 31, 2004,
filed on March 9, 2005;
2. Quarterly Report on Form 10-Q for the quarter ended March 31,
2005, filed on May 5, 2005;
3. Current Report on Form 8-K filed on March 22, 2005;
4. Description of our common stock contained in the registration
statement on Form 8-A, dated and filed on October 20, 1999, as
amended by amendment no. 1 on Form 8-A/A, dated and filed on
September 28, 2004; and
5. Description of our preferred share purchase rights contained in
the registration statement on Form 8-A, dated and filed on
September 15, 1998, as amended by amendment no. 1 on Form 8-A/A,
dated and filed on October 20, 1999 and amendment no. 2 on Form
8-A/A, dated and filed on September 28, 2004.
All documents that we subsequently file under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, other than any information that
we furnish rather than file with the Securities and Exchange Commission pursuant
to certain items of Form 8-K, after the effective date of this registration
statement and prior to filing a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities that
have not been sold shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel.
------- ---------------------------------------
Thomas R. Saldin, Esq., our Senior Vice President, General Counsel and
Secretary, and LeBoeuf, Lamb, Greene & MacRae, LLP, New York, New York, a
limited liability partnership including professional corporations, have given
their opinions on the legality of the common stock and the preferred share
purchase rights offered pursuant to this registration statement. LeBoeuf, Lamb,
Greene & MacRae, LLP relied upon the opinion of Mr. Saldin as to matters of
Idaho law.
As of May 1, 2005, Mr. Saldin owned 3,462 shares of IDACORP common
stock. Mr. Saldin is acquiring additional shares of IDACORP common stock at
regular intervals through employee stock plans.
Item 6. Indemnification of Directors and Officers.
------- ------------------------------------------
Sections 30-1-850 et seq. of the Idaho Business Corporation Act
provide for indemnification of IDACORP's directors and officers in a variety of
circumstances.
II-1
Article VIII of IDACORP's articles of incorporation, as amended,
provides that IDACORP shall indemnify its directors and officers against
liability and expenses and shall advance expenses to its directors and officers
in connection with any proceeding to the fullest extent permitted by the Idaho
Business Corporation Act as now in effect or as it may be amended or substituted
from time to time. Article VI of IDACORP's bylaws provides that IDACORP shall
have the power to purchase and maintain insurance on behalf of any director,
officer, employee or agent against liability and expenses in connection with any
proceeding, to the extent permitted under applicable law. Article VI further
provides that IDACORP may enter into indemnification agreements with any
director, officer, employee or agent to the extent permitted under any
applicable law.
IDACORP has liability insurance protecting its directors and officers
against liability by reason of their being or having been directors or officers.
In addition, IDACORP has entered into indemnification agreements with its
directors and officers to provide for indemnification to the maximum extent
permitted by law.
Item 8. Exhibits.
------- ---------
Exhibit File Number As Exhibit
------- ----------- ----------
*2 333-48031 2 Agreement and Plan of Exchange,
between IDACORP, Inc. and
Idaho Power Company, dated as of
February 2, 1998.
*4(a) 333-64737 3.1 Articles of Incorporation of
IDACORP, Inc.
*4(b) 333-64737 3.2 Articles of Amendment to Articles
of Incorporation of IDACORP, Inc.,
as filed with the Secretary of
State of Idaho on March 9, 1998.
*4(c) 333-00139 3(b) Articles of Amendment to Articles
of Incorporation of IDACORP, Inc.,
creating A Series Preferred Stock,
without par value, as filed with
the Secretary of State of Idaho
on September 17, 1998.
*4(d) 33-56071 3(d) Articles of Share Exchange of
IDACORP, Inc., as filed with the
Secretary of State of Idaho on
September 29, 1998.
*4(e) 1-14465 3.1 Amended Bylaws of IDACORP, Inc.,
Form 8-K dated amended on January 20, 2005.
January 20, 2005
*4(f) 1-14465 4 Rights Agreement, dated as of
Form 8-K dated September 10, 1998, between
September 15, 1998 IDACORP, Inc. and Wells Fargo Bank,
N.A., as successor to The Bank of
New York, as Rights Agent.
5(a) Opinion and consent of
Thomas R. Saldin, Esq.
5(b) Opinion and consent of LeBoeuf,
Lamb, Greene & MacRae, LLP.
II-2
Exhibit File Number As Exhibit
------- ----------- ----------
15 Letter from Deloitte & Touche LLP
regarding unaudited interim
financial information.
23 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on the
signature page hereof).
_____________
*Previously filed and incorporated herein by reference.
Item 9. Undertakings.
------- -------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-3
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
POWER OF ATTORNEY
Each director and/or officer of the issuer whose signature appears
below hereby authorizes any agent for service named on the cover of this
Registration Statement to execute in the name of each such person, and to file
with the Securities and Exchange Commission, any and all amendments, including
post-effective amendments, to the Registration Statement, and appoints any such
agent for service as attorney-in-fact to sign in his behalf individually and in
each capacity stated below and file any such amendments to the Registration
Statement, and the issuer hereby confers like authority to sign and file on its
behalf.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boise and State of Idaho, on the 25th day of
May, 2005.
IDACORP, Inc.
By /s/ Jan B. Packwood
-----------------------------------
Jan B. Packwood
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Jon H. Miller Chairman of the Board May 25, 2005
------------------------
(Jon H. Miller)
/s/ Jan B. Packwood President, Chief Executive May 25, 2005
------------------------ Officer and Director
(Jan B. Packwood)
/s/ J. LaMont Keen Executive Vice President May 25, 2005
------------------------ and Director
(J. LaMont Keen)
II-5
Signature Title Date
--------- ----- ----
/s/ Darrel T. Anderson Senior Vice President-
------------------------ Administrative Services and
(Darrel T. Anderson) Chief Financial Officer May 25, 2005
(Principal Financial and
Accounting Officer)
/s/ Rotchford L. Barker Director May 25, 2005
------------------------
(Rotchford L. Barker)
/s/ Jack K. Lemley Director May 25, 2005
------------------------
(Jack K. Lemley)
/s/ Gary G. Michael Director May 25, 2005
------------------------
(Gary G. Michael)
/s/ Peter S. O'Neill Director May 25, 2005
------------------------
(Peter S. O'Neill)
/s/ Richard G. Reiten Director May 25, 2005
------------------------
(Richard G. Reiten)
/s/ Joan H. Smith Director May 25, 2005
------------------------
(Joan H. Smith)
/s/ Robert A. Tinstman Director May 25, 2005
------------------------
(Robert A. Tinstman)
/s/ Thomas J. Wilford Director May 25, 2005
------------------------
(Thomas J. Wilford)
II-6
EXHIBIT INDEX
Exhibit File Number As Exhibit
------- ----------- ----------
*2 333-48031 2 Agreement and Plan of Exchange,
between IDACORP, Inc. and
Idaho Power Company, dated as of
February 2, 1998.
*4(a) 333-64737 3.1 Articles of Incorporation of
IDACORP, Inc.
*4(b) 333-64737 3.2 Articles of Amendment to Articles
of Incorporation of IDACORP, Inc.,
as filed with the Secretary of
State of Idaho on March 9, 1998.
*4(c) 333-00139 3(b) Articles of Amendment to Articles
of Incorporation of IDACORP, Inc.,
creating A Series Preferred Stock,
without par value, as filed with
the Secretary of State of Idaho
on September 17, 1998.
*4(d) 33-56071 3(d) Articles of Share Exchange of
IDACORP, Inc., as filed with the
Secretary of State of Idaho on
September 29,1998.
*4(e) 1-14465 3(h) Amended Bylaws of IDACORP, Inc.,
Form 8-K dated amended on January 20, 2005.
January 20, 2005
*4(f) 1-14465 4 Rights Agreement, dated as of
Form 8-K dated September 10, 1998, between
September 15, IDACORP, Inc. and Wells Fargo
1998 Bank, N.A., as successor to
The Bank of New York, as
Rights Agent.
5(a) Opinion and consent of
Thomas R. Saldin, Esq.
5(b) Opinion and consent of LeBoeuf,
Lamb, Greene & MacRae, LLP.
15 Letter from Deloitte & Touche
LLP regarding unaudited
interim financial information.
23 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on
the signature page hereof).
___________________
*Previously filed and incorporated herein by reference.