AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2007
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.)
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1221 West Idaho Street
Boise, Idaho 83702-5627
(Address, including zip code, of principal executive offices)
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IDACORP, Inc. Restricted Stock Plan
(Full title of the plan)
J. LaMont Keen Darrel T. Anderson Thomas R. Saldin, Esq.
President Senior Vice President - Senior Vice President
and Chief Executive Administrative Services and General Counsel
Officer and Chief Financial Officer IDACORP, Inc.
IDACORP, Inc. IDACORP, Inc. 1221 West Idaho Street
1221 West Idaho Street 1221 West Idaho Street Boise, Idaho 83702-5627
Boise, Idaho 83702-5627 Boise, Idaho 83702-5627 (208) 388-2200
(208) 388-2200 (208) 388-2200
(Names, addresses and telephone numbers, including area codes,
of agents for service)
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Copies to:
Elizabeth W. Powers, Esq.
LeBoeuf, Lamb, Greene & MacRae LLP
125 West 55th Street
New York, New York 10019
(212) 424-8000
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CALCULATION OF REGISTRATION FEE
------------------------------- -------------------- ---------------- ----------------------- -----------
Title of securities to be Amount to be Proposed Proposed maximum Amount of
registered registered (1) maximum aggregate registration
offering price offering price (2) fee
per share (2)
------------------------------- -------------------- ---------------- ----------------------- -----------
Common stock, without par 100,000 shares $32.16 $3,216,000 $99.00
value
------------------------------- -------------------- ---------------- ----------------------- -----------
Preferred share purchase 100,000 rights --- --- ---
rights (3)
------------------------------- -------------------- ---------------- ----------------------- -----------
(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 24, 2007.
(3) Since no separate consideration is paid for the preferred share purchase
rights, the registration fee is included in the common stock fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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We hereby incorporate by reference in this registration statement 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, 2006,
filed on March 1, 2007, as amended by amendment no. 1 on Form
10-K/A, filed on March 1, 2007, and by amendment no. 2 on Form
10-K/A, filed on March 26, 2007;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 2007,
filed on May 9, 2007;
3. Current Reports on Form 8-K filed on March 20, 2007, May 1, 2007
and May 18, 2007;
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 any further amendments thereto; 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, amendment no. 2 on Form 8-A/A, dated and
filed on September 28, 2004, and amendment no. 3 on Form 8-A/A,
dated and filed on May 21, 2007 and any further amendments thereto.
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 the filing of 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. Any statement contained in a document incorporated
or deemed to be incorporated by reference or deemed to be part of the
registration statement shall be deemed to be modified or superseded for purposes
of the registration statement to the extent that a statement contained in any
other subsequently filed document which also is or is deemed to be incorporated
by reference or deemed to be part of the registration statement modifies or
replaces such statement. Any statement contained in a document that is deemed to
be incorporated by reference or deemed to be part of the registration statement
after the most recent effective date may modify or replace existing statements
contained in the registration statement. Any such statement so modified shall
not be deemed in its unmodified form to constitute a part of the registration
statement for purposes of the Securities Act of 1933. Any statement so
superseded shall not be deemed to constitute a part of the registration
statement for purposes of the Securities Act of 1933.
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Item 5. Interests of Named Experts and Counsel.
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Thomas R. Saldin, Esq., our Senior Vice President and General Counsel,
and LeBoeuf, Lamb, Greene & MacRae LLP, New York, New York 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, 2007, Mr. Saldin owned 17,542 shares of IDACORP common
stock, including shares that may be acquired within 60 days pursuant to the
exercise of stock options. Mr. Saldin is acquiring additional shares of IDACORP
common stock at regular intervals through employee stock plans.
Item 6. Indemnification of Directors and Officers.
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Sections 30-1-851 et seq. of the Idaho Business Corporation Act provide
for indemnification of IDACORP's directors and officers in a variety of
circumstances.
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.
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Exhibit File Number Filing Date As Exhibit
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*2 333-48031 03/16/1998 2 Agreement and Plan of Exchange, between
(Form S-4) IDACORP, Inc. and Idaho Power Company, dated
as of February 2, 1998.
*4(a) 333-64737 11/04/1998 3.1 Articles of Incorporation of IDACORP, Inc.
(Amendment No.
1 to Form
S-3)
*4(b) 333-64737 11/04/1998 3.2 Articles of Amendment to Articles of
(Amendment No. Incorporation of IDACORP, Inc., as filed with
1 to Form S-3) the Secretary of State of Idaho on March 9,
1998.
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Exhibit File Number Filing Date As Exhibit
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*4(c) 333-00139-99 09/22/1998 3(b) Articles of Amendment to Articles of
(Post-Effective Incorporation of IDACORP, Inc., creating A
Amendment No. Series Preferred Stock, without par value, as
1 to Form S-3) filed with the Secretary of State of Idaho on
September 17, 1998.
*4(d) 33-56071-99 10/01/1998 3(d) Articles of Share Exchange of IDACORP, Inc.,
(Post-Effective as filed with the Secretary of State of Idaho
Amendment on September 29, 1998.
No. 1 to Form
S-8)
*4(e) 1-14465 01/26/2005 3.1 Amended Bylaws of IDACORP, Inc., amended on
(Form 8-K January 20, 2005.
dated
January
20, 2005)
*4(f) 1-14465 09/15/1998 4 Rights Agreement, dated as of September 10,
(Form 8-K 1998, between IDACORP, Inc. and Wells Fargo
dated Bank, N.A., as successor to The Bank of New
September 15, York, as Rights Agent.
1998)
4(g) First Amendment to Rights Agreement, dated
as of May 14, 2007, between 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.
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.
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(a) 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:
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(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:
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not
apply if the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
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; and
(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this
section do not apply if the registration statement is on Form S-3 or
Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the 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, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of
the registration statement;
(C) Provided further, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is for an offering
of asset-backed securities on Form S-1 or Form S-3, and the information
required to be included in a post-effective amendment is provided
pursuant to Item 1100(c) of Regulation AB.
(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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to
II-4
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.
(h) 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.
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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 30th day of
May, 2007.
IDACORP, Inc.
By /s/ J. LaMont Keen
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J. LaMont Keen
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 30, 2007
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(Jon H. Miller)
/s/ J. LaMont Keen President, Chief Executive Officer May 30, 2007
----------------------------- and Director (Principal Executive
(J. LaMont Keen) Officer)
/s/ Darrel T. Anderson Senior Vice President- May 30, 2007
----------------------------- Administrative Services and Chief
(Darrel T. Anderson) Financial Officer (Principal
Financial and Accounting Officer)
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Signature Title Date
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/s/ Judith A. Johansen Director May 30, 2007
-----------------------------
(Judith A. Johansen)
Director
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(Christine King)
/s/ Gary G. Michael Director May 30, 2007
-----------------------------
(Gary G. Michael)
/s/ Peter S. O'Neill Director May 30, 2007
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(Peter S. O'Neill)
/s/ Jan B. Packwood Director May 30, 2007
-----------------------------
(Jan B. Packwood)
/s/ Richard G. Reiten Director May 30, 2007
-----------------------------
(Richard G. Reiten)
/s/ Joan H. Smith Director May 30, 2007
-----------------------------
(Joan H. Smith)
/s/ Robert A. Tinstman Director May 30, 2007
-----------------------------
(Robert A. Tinstman)
/s/ Thomas J. Wilford Director May 30, 2007
-----------------------------
(Thomas J. Wilford)
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EXHIBIT INDEX
Exhibit File Number Filing Date As Exhibit
------- ----------- ----------- ----------
*2 333-48031 03/16/1998 2 Agreement and Plan of Exchange, between
(Form S-4) IDACORP, Inc. and Idaho Power Company, dated
as of February 2, 1998.
*4(a) 333-64737 11/04/1998 3.1 Articles of Incorporation of IDACORP, Inc.
(Amendment No.
1 to Form S-3)
*4(b) 333-64737 11/04/1998 3.2 Articles of Amendment to Articles of
(Amendment No. Incorporation of IDACORP, Inc., as filed with
1 to Form S-3) the Secretary of State of Idaho on March 9,
1998.
*4(c) 333-00139-99 09/22/1998 3(b) Articles of Amendment to Articles of
(Post-Effective Incorporation of IDACORP, Inc., creating A
Amendment No. 1 Series Preferred Stock, without par value, as
to Form S-3) filed with the Secretary of State of Idaho on
September 17, 1998.
*4(d) 33-56071-99 10/01/1998 3(d) Articles of Share Exchange of IDACORP, Inc.,
(Post-Effective as filed with the Secretary of State of Idaho
Amendment on September 29, 1998.
No. 1 to Form
S-8)
*4(e) 1-14465 01/26/2005 3.1 Amended Bylaws of IDACORP, Inc., amended on
(Form 8-K January 20, 2005.
dated January
20, 2005)
*4(f) 1-14465 09/15/1998 4 Rights Agreement, dated as of September 10,
(Form 8-K 1998, between IDACORP, Inc. and Wells Fargo
dated Bank, N.A., as successor to The Bank of New
September 15, York, as Rights Agent.
1998)
4(g) First Amendment to Rights Agreement, dated
as of May 14, 2007, between 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.
15 Letter from Deloitte & Touche LLP regarding
unaudited interim financial information.
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Exhibit File Number Filing Date As Exhibit
------- ----------- ----------- ----------
23 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on the signature
page hereof).
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*Previously filed and incorporated herein by reference.
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