AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 2, 2003
Registration No. 333-
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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)
____________________
Idaho Power Company Employee Savings Plan
(Full title of the plan)
Jan B. Packwood Darrel T. Anderson Robert W. Stahman, Esq.
President Vice President, Vice President,
and Chief Chief Financial General Counsel
Executive Officer Officer and Treasurer and Secretary
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)
_______________________
Copies to:
Elizabeth W. Powers, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
(212) 424-8000
__________________________
CALCULATION OF REGISTRATION FEE
---------------------------------- -------------------- ------------------- ------------------- --------------------
Proposed maximum
Proposed maximum aggregate
Title of securities to be Amount to be offering price offering price Amount of
registered (1) registered (2) per share (3) (3) registration fee
---------------------------------- -------------------- ------------------- ------------------- --------------------
Common stock, no par value 1,500,000 shares $22.75 $34,125,000 $2,761
---------------------------------- -------------------- ------------------- ------------------- --------------------
Preferred share purchase rights(4) 1,500,000 rights -- -- --
---------------------------------- -------------------- ------------------- ------------------- --------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Employee Savings Plan.
(2) 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.
(3) 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 March 27, 2003.
(4) 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.
We hereby incorporate by reference the following documents that we have
filed with the Securities and Exchange Commission (File No. 1-14465):
1. IDACORP's Annual Report on Form 10-K for the year ended December 31,
2002;
2. IDACORP's Current Reports on Form 8-K dated March 20, 2003 and March 27,
2003;
3. The description of IDACORP's common stock contained in the registration
statement on Form 8-A, dated October 20, 1999;
4. The description of the preferred share purchase rights contained in
IDACORP's registration statement on Form 8-A, dated September 15, 1998, as
amended by Form 8-A/A, dated October 20, 1999; and
5. The Idaho Power Company Employee Savings Plan Annual Report on Form 11-K
for the year ended December 31, 2001.
All documents that IDACORP or the Employee Savings Plan subsequently files
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
before filing a post-effective amendment that indicates all securities offered
have been sold or that deregisters all securities that have not been sold, shall
be deemed incorporated by reference in the registration statement and to be a
part hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
Robert W. Stahman, Esq., Vice President, General Counsel and Secretary of
the Company, and LeBoeuf, Lamb, Greene & MacRae, L.L.P., New York, New York, a
limited liability company including professional corporations, have given their
opinions on the legality of the common stock and the attached preferred share
purchase rights offered pursuant to this registration statement. LeBoeuf, Lamb,
Greene & MacRae, L.L.P. has relied upon the opinion of Mr. Stahman as to matters
of Idaho law.
As of December 31, 2002, Mr. Stahman owned 16,892 shares of IDACORP common
stock. Mr. Stahman 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, which may include liabilities under the Securities Act of 1933,
as amended.
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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 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) 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(b) 333-64737 3.1 -Articles of Incorporation of IDACORP, Inc.
*4(c) 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(d) 333-00139 3(b) -Articles of Amendment to Articles of Incorporation of
IDACORP, Inc., as amended, creating A Series Preferred
Stock, without par value, as filed with the Secretary of
State of Idaho on September 17, 1998.
4(e) -Amended Bylaws of IDACORP, Inc., as of March 20, 2003.
*4(f) 1-14465 4 -Rights Agreement, dated as of September 10, 1998,
Form 8-K dated between IDACORP, Inc. and Wells Fargo Bank Minnesota,
September 15, 1998 National Association, as successor Rights Agent to The
Bank of New York.
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Exhibit File Number As Exhibit
------- ----------- ----------
5(a) -Opinion and consent of Robert W. Stahman, Esq.
5(b) -Opinion and consent of LeBoeuf, Lamb, Greene & MacRae,
L.L.P.
23 -Consent of Deloitte & Touche LLP.
24 -Power of Attorney (included on the signature page
hereof).
_______________
*Previously filed and incorporated herein by reference.
The Company undertakes that it will submit or has submitted the Employee
Savings Plan and any amendments thereto to the Internal Revenue Service in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Employee Savings Plan under Section 401 of the Internal Revenue
Code.
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; and
(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
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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.
(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.
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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 and the Idaho Power Company Employee Savings Plan
hereby confer like authority to sign and file on their 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 1st day of
April, 2003.
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 April 1, 2003
------------------------
(Jon H. Miller)
/s/ Jan B. Packwood President, Chief Executive Officer and April 1, 2003
------------------------ Director
(Jan B. Packwood)
/s/ Darrel T. Anderson Vice President, Chief Financial April 1, 2003
------------------------ Officer and Treasurer (Principal
(Darrel T. Anderson) Financial and Accounting Officer)
/s/ Rotchford L. Barker Director April 1, 2003
------------------------
(Rotchford L. Barker)
/s/ John B. Carley Director April 1, 2003
------------------------
(John B. Carley)
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Signature Title Date
--------- ----- ----
/s/ Christopher L. Culp Director April 1, 2003
------------------------
(Christopher L. Culp)
/s/ Jack K. Lemley Director April 1, 2003
------------------------
(Jack K. Lemley)
/s/ Evelyn Loveless Director April 1, 2003
------------------------
(Evelyn Loveless)
/s/ Gary G. Michael Director April 1, 2003
------------------------
(Gary G. Michael)
/s/ Peter S. O'Neill Director April 1, 2003
------------------------
(Peter S. O'Neill)
/s/ Robert A. Tinstman Director April 1, 2003
------------------------
(Robert A. Tinstman)
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The Plan. Pursuant to the requirement of the Securities Act of 1933, Idaho
Power Company as the Plan Administrator of the Idaho Power Company Employee
Savings Plan 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 1st day of April, 2003.
IDAHO POWER COMPANY
EMPLOYEE SAVINGS PLAN
By /s/ Jan B. Packwood
-----------------------------------
Jan B. Packwood
Chief Executive Officer
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EXHIBIT INDEX
Exhibit File Number As Exhibit Page
------- ----------- ---------- ----
*2 333-48031 2 -Agreement and Plan of Exchange, between
IDACORP, Inc. and Idaho Power Company,
dated as of February 2, 1998.
*4(a) 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(b) 333-64737 3.1 -Articles of Incorporation of IDACORP,
Inc.
*4(c) 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(d) 333-00139 3(b) -Articles of Amendment to Articles of
Incorporation of IDACORP, Inc., as
amended, creating A Series Preferred
Stock, without par value, as filed with
the Secretary of State of Idaho on
September 17, 1998.
4(e) -Amended Bylaws of
IDACORP, Inc., as of
March 20, 2003.
*4(f) 1-14465 4 -Rights Agreement, dated as of
Form 8-K dated September 10, 1998, between IDACORP, Inc.
September 15, 1998 and Wells Fargo Bank Minnesota, National
Association, as successor Rights Agent to
The Bank of New York.
5(a) -Opinion and consent of
Robert W. Stahman, Esq.
5(b) -Opinion and consent of
LeBoeuf, Lamb, Greene &
MacRae, L.L.P.
Exhibit File Number As Exhibit Page
------- ----------- ---------- ----
23 -Consent of Deloitte & Touche LLP.
24 -Power of Attorney (included on the
signature page hereof).
__________________
*Previously filed and incorporated herein by reference.