UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 15, 2005
Exact name of registrant as specified in
Commission its charter, address of principal executive IRS Employer
File Number offices and registrant's telephone number Identification Number
------------------- ----------------------------------------------- ----------------------
1-14465 IDACORP, Inc. 82-0505802
1221 W. Idaho Street
Boise, ID 83702-5627
(208) 388-2200
State or Other Jurisdiction of Incorporation: Idaho
None
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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 (see General Instruction A.2.):
[ ] 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))
IDACORP, Inc.
Form 8-K
ITEM 8.01 OTHER EVENTS.
On December 15, 2005, IDACORP, Inc. ("IDACORP") entered into a Sales Agency
Agreement with BNY Capital Markets, Inc. ("BNYCMI"). Under the terms of the
Sales Agency Agreement, IDACORP may offer and sell up to 2,500,000 shares of its
common stock, without par value, and the preferred share purchase rights
attached thereto (the "Shares") from time to time through BNYCMI, as IDACORP's
agent for the offer and sale of the Shares.
A copy of the Sales Agency Agreement is filed as Exhibit 1.1 hereto. On December
15, 2005, in connection with this offer and sale of the Shares from time to
time, IDACORP filed a prospectus supplement with the Securities and Exchange
Commission pursuant to Rule 424(b).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Number Description
1.1 Sales Agency Agreement, dated December 15, 2005, between IDACORP, Inc.
and BNY Capital Markets, Inc.
5.1 Opinion of Thomas R. Saldin, Esq.
5.2 Opinion of LeBoeuf, Lamb, Greene & MacRae LLP
23.1 Consent of Thomas R. Saldin, Esq. (included in Exhibit 5.1)
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in
Exhibit 5.2)
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SIGNATURE
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.
Dated: December 15, 2005
IDACORP, Inc.
By: /s/ Darrel T. Anderson
------------------------------
Darrel T. Anderson
Senior Vice President -
Administrative Services and
Chief Financial Officer
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INDEX TO EXHIBITS
Number Description
1.1 Sales Agency Agreement, dated December 15, 2005, between IDACORP, Inc.
and BNY Capital Markets, Inc.
5.1 Opinion of Thomas R. Saldin, Esq.
5.2 Opinion of LeBoeuf, Lamb, Greene & MacRae LLP
23.1 Consent of Thomas R. Saldin, Esq. (included in Exhibit 5.1)
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in
Exhibit 5.2)
4