-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RbLDGMB5kpGt/qEXhgNrrPq1HCntSFkPBPV1WnEc7udzsiwyVFuEMzXwNzglLK4M Ayzl/zoHzgPZ6RHYEjV+dQ== 0000898080-07-000125.txt : 20070521 0000898080-07-000125.hdr.sgml : 20070521 20070521132937 ACCESSION NUMBER: 0000898080-07-000125 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070521 DATE AS OF CHANGE: 20070521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDACORP INC CENTRAL INDEX KEY: 0001057877 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 820505802 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14465 FILM NUMBER: 07867192 BUSINESS ADDRESS: STREET 1: 1221 WEST IDAHO STREET CITY: BOISE STATE: ID ZIP: 83702-5627 BUSINESS PHONE: 2083882200 MAIL ADDRESS: STREET 1: PO BOX 70 STREET 2: 1221 WEST IDAHO STREET CITY: BOISE STATE: ID ZIP: 83702-5627 8-A12B/A 1 form8aa.txt FORM 8-A/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 8-A/A AMENDMENT NO. 3 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 IDACORP, Inc. ------------- (Exact Name of Registrant as Specified in Its Charter) Idaho 82-0505802 ----- ---------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 1221 West Idaho Street Boise, Idaho 83702 ------------------ -------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section 12(b) of the Exchange Section 12(g) of the Exchange Act and is effective pursuant Act and is effective pursuant to General Instruction A.(c), to General Instruction A.(d), check the following box. |X| check the following box. |_| Securities Act registration statement file number to which this form relates: ____________________ (if applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Preferred Share Purchase Rights New York Stock Exchange ------------------------------- ----------------------- Securities to be registered pursuant to Section 12(g) of the Act: None ---- Item 1. Description of Registrant's Securities to be Registered. This amendment no. 3 to the registration statement on Form 8-A/A amends the registration statement that we filed on September 15, 1998, as amended by amendment no. 1 to the registration statement on Form 8-A/A filed on October 20, 1999 and amendment no. 2 to the registration statement on Form 8-A/A filed on September 28, 2004. This amendment no. 3 to the registration statement on Form 8-A/A reflects our entry into a First Amendment to Rights Agreement, dated as of May 14, 2007, with Wells Fargo Bank, N.A., as successor to The Bank of New York, as rights agent. The amendment to the rights agreement reflects our new direct registration system, which permits uncertificated shares of common stock. We are filing the amendment as Exhibit 2 hereto. DESCRIPTION OF PREFERRED SHARE PURCHASE RIGHTS GENERAL On September 10, 1998, the board of directors of IDACORP, Inc. declared a dividend distribution of one preferred share purchase right for each share of our common stock outstanding as of October 1, 1998. Since that time, we have issued and will continue to issue one right with each share of common stock we issue until the rights expire, are redeemed or exchanged or become exercisable. We have authorized and reserved 1,200,000 shares of our A series preferred stock for issuance if the rights become exercisable. Each right, when it becomes exercisable, entitles its holder to purchase from us one one-hundredth of a share of our A series preferred stock at a price of $95. The value of this one one-hundredth of a share is intended to approximate the value of one share of common stock. However, under the circumstances we describe below under "Exercising the Rights," a holder who exercises this right for $95 will have the right to receive the number of shares of our common stock and/or, at our option, A series preferred stock, or common stock of an acquiring company that have a market value of $190. As a result, the rights have the effect of causing substantial dilution to a person or group that attempts to acquire us on terms our board of directors does not approve and making it significantly more expensive for that person or group to acquire control of us. For example, assuming the price of our common stock is $38 per share at the time of determination, each holder of our common stock will have the right to purchase for $95 the number of shares equal to $190, divided by $38, or five shares. Consequently, a shareholder would effectively obtain $190 in value for $95. Assuming there are approximately 38 million shares of our common stock outstanding, each with a right attached, holders of our common stock collectively have an aggregate value in their rights of approximately $3.6 billion. That is, regardless of the market price for our common stock, whenever the rights become exercisable, our shareholders collectively have the ability to spend $3.6 billion to acquire $7.2 billion in stock. That dilution could make it significantly more expensive for a hostile takeover to occur. The rights should not interfere with any merger or other business combination our board of directors approves since our board of directors may elect to redeem the rights at $0.01 per right 2 until ten business days after a third party announces its acquisition of 20% or more of our outstanding voting stock. We may adjust the $95 purchase price and the number of shares that may be purchased, as described below under "Adjustment of Purchase Price or Number of Shares." The rights expire on September 10, 2008, unless we redeem or exchange them earlier, as described below under "Exchange or Redemption of Rights." The distribution of the rights is not taxable to us or to the holders of our common stock. We will receive no proceeds from the issuance of the rights. The rights are not dilutive and will not affect our reported earnings per share. When we use the term "person" below, we mean either one individual or entity or a group of affiliated persons. The following is a description of the rights. This description contains a summary of the material terms of the rights. You should refer to the Rights Agreement, dated as of September 10, 1998, as amended by the 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, which we have filed with the Securities and Exchange Commission, because the Rights Agreement, and not this summary, will govern your rights as a holder of preferred share purchase rights. TRANSFER OF RIGHTS; DISTRIBUTION DATE We have not issued separate certificates for the rights. Instead, the existing common stock certificates also represent the rights. In the case of uncertificated shares of common stock, the account entry in our stock register that evidences record ownership of the shares in the name of a specific shareholder will also evidence the rights. The rights will separate from the common stock on the earlier of: o 10 business days after a public announcement that a person has acquired, or obtained the right to acquire, 20% or more of our outstanding voting stock and o 10 business days after a person makes a tender offer or exchange offer which would result in the person acquiring, or obtaining the right to acquire, 20% or more of our outstanding voting stock. The earlier of these two dates is called the distribution date. If the distribution date occurs, we will mail to each record holder of our common stock at the close of business on the distribution date separate certificates to represent the rights. After that time, the separate right certificates, not the common stock certificates or account entries, as the case may be, will represent the rights. A right itself does not give its holder any rights as a shareholder until the right is exercised or exchanged. 3 EXERCISING THE RIGHTS A holder cannot exercise his right until the distribution date. Except as described below, after the distribution date, each holder who exercises his right for $95 will have the right to receive one one-hundredth of a share of our A series preferred stock. Exercising the Rights for Shares of Our Stock When a person has acquired, or obtained the right to acquire, 20% or more of our voting stock, each holder of a right who exercises his right for $95 will have the right to receive the number of shares of our common stock, and/or, at our option, A series preferred stock, that have a market value of $190. However, rights owned by a person who has acquired, or obtained the right to acquire, 20% or more of our outstanding voting stock will be null and void. Exercising the Rights for Shares of an Acquiring Company Under certain circumstances, each holder of a right who exercises his right for $95 will have the right to receive the number of shares of common stock of an acquiring company that have a market value of $190. These circumstances are if: o we merge with another person and we are not the surviving entity; o we merge with another person and we are the surviving entity in the transaction, and our common stock is exchanged for shares of another company or cash or other property; o we sell or transfer 50% or more of our assets or earning power; o a person who has acquired, or obtained the right to acquire, 20% or more of our outstanding voting stock engages in some types of transactions with us which benefit the person due to its ownership of our stock; or o the proportionate share of a person who has acquired, or obtained the right to acquire, 20% or more of our outstanding voting stock is increased by more than 1% as a result of reclassification of securities or recapitalization or other transaction. This right to receive shares of common stock of the acquiring company replaces the right to receive shares of our common stock or A series preferred stock. However, rights owned by a person who has acquired, or obtained the right to acquire, 20% or more of our outstanding voting stock will be null and void. ADJUSTMENT OF PURCHASE PRICE OR NUMBER OF SHARES We may adjust the purchase price that a holder must pay to exercise his right and the number of shares of stock that are issuable when a right is exercised to prevent the rights from being diluted. However, we are required to make adjustments only if such adjustments would require an increase or decrease of at least 1% in the purchase price. Any required adjustment 4 must be made no later than the earlier of (1) three years after the transaction which requires such adjustment and (2) the expiration date of the right to exercise any rights. Except for multiples of one one-hundredth of a share of the A series preferred stock, we will not issue fractional shares. Instead, we will make cash payments based on the market value of the A series preferred stock. EXCHANGE OR REDEMPTION OF RIGHTS Our board of directors may exchange the rights, in whole but not in part, at any time after a public announcement that a person has acquired, or obtained the right to acquire, 20% or more of our outstanding voting stock, but before the person acquires, or obtains the right to acquire, 50% or more of our outstanding common stock. Each of the rights may be exchanged for one share of our common stock, or, if there are not enough shares of common stock available, for cash, securities or other assets having the same market value as one share of our common stock. The rights owned by a person who has acquired, or obtained the right to acquire, 20% or more of our outstanding voting stock will be null and void and will not be exchanged. Our board of directors may instead decide to redeem the rights, in whole but not in part, for $0.01 per right. The board may do this at any time before 5:00 p.m., New York City time, on the tenth business day after a public announcement that a person has acquired, or obtained the right to acquire, 20% or more of our outstanding voting stock. Then, the holders of the rights will have only the right to receive $0.01 per right. AMENDMENTS TO THE TERMS OF THE RIGHTS We may amend any provision of the Rights Agreement before the date a person has acquired, or obtained the right to acquire, 20% or more of our outstanding voting stock. After that time, we cannot amend the Rights Agreement in any way that would adversely affect the interests of the holders of exercisable rights. TERMS OF THE A SERIES PREFERRED STOCK As discussed above, a right, when it becomes exercisable, entitles its holder to purchase for $95 one one-hundredth of a share of the A series preferred stock. Dividends and Distributions Each full share of the A series preferred stock will be entitled to receive a quarterly dividend. The annual rate of dividends will be the greater of: o $1.00 and o 100 times the per share amount of any dividend we declare on our common stock, other than a dividend payable in shares of our common stock or a subdivision of our common stock. 5 Redemption We do not have the right to redeem the A series preferred stock. Liquidation If we liquidate, the holders of shares of the A series preferred stock will be entitled to receive, per full share held, the greater of: o $100, plus accrued and unpaid dividends and o an amount equal to 100 times the amount to be distributed per share of common stock, plus accrued and unpaid dividends. Voting Rights Each full share of A series preferred stock will be entitled to 100 votes on all matters voted on at a meeting of our shareholders. Antidilution If we issue more common stock, or have a stock split or distribution, we may adjust all of the above features of the A series preferred stock to protect against dilution. Item 2. Exhibits Number Description - ------ ----------- 1. Rights Agreement, dated as of September 10, 1998, between IDACORP, Inc. and Wells Fargo Bank, N.A., as successor to The Bank of New York, as rights agent, including form of right certificate (incorporated by reference to Exhibit 4 to the Current Report on Form 8-K of IDACORP, Inc., filed on September 15, 1998). 2. 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. 6 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. IDACORP, Inc. Date: May 21, 2007 By: /s/ Darrel T. Anderson ---------------------- Name: Darrel T. Anderson Title: Senior Vice President - Administrative Services and Chief Financial Officer 7 EXHIBIT INDEX Number Description - ------ ----------- 1. Rights Agreement, dated as of September 10, 1998, between IDACORP, Inc. and Wells Fargo Bank, N.A., as successor to The Bank of New York, as rights agent, including form of right certificate (incorporated by reference to Exhibit 4 to the Current Report on Form 8-K of IDACORP, Inc., filed on September 15, 1998). 2. 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. 8 EX-2 2 ex2.txt FIRST AMENDMENT TO RIGHTS AGREEMENT FIRST AMENDMENT TO RIGHTS AGREEMENT This First Amendment to Rights Agreement, dated as of May 14, 2007 (this "Amendment"), amends the Rights Agreement (the "Rights Agreement"), dated as of September 10, 1998, between IDACORP, Inc., an Idaho corporation (the "Company") and Wells Fargo Bank, N.A., as successor to The Bank of New York in its capacity as rights agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have previously entered into the Rights Agreement; and WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 26 thereof; and WHEREAS, the Company desires to participate in a direct registration system; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein and in the Rights Agreement, the parties hereto hereby agree as follows: Section 1. Amendments to the Rights Agreement. The Rights Agreement is hereby amended as follows: (a) Section 1 of the Rights Agreement is hereby amended by adding the following text as a new Section 1(z): "(z) "Transaction Advice" shall have the meaning set forth in Section 3(a)(x) hereof." (b) Section 3(a)(x) of the Rights Agreement is hereby amended by deleting Section 3(a)(x) in its entirety and substituting therefor the following: "(x) the Rights will be evidenced by the certificates for Common Shares of the Company (which certificates shall be deemed also to be certificates for Rights) or, in the case of uncertificated Common Shares of the Company, not by separate certificates but by the account entry in the Company's stock register that evidences record ownership of such Common Shares in the name of a specific shareholder or shareholders, which ownership shall be confirmed by a current ownership statement issued with respect to such uncertificated Common Shares of the Company (a "Transaction Advice"), and" (c) Section 3(c) of the Rights Agreement is hereby amended by deleting Section 3(c) in its entirety and substituting therefor the following: "(c) Certificates for Common Shares of the Company authenticated after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between IDACORP, Inc. and Wells Fargo Bank Minnesota, N.A. now known as Wells Fargo Bank, N.A., dated as of September 10, 1998, (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of IDACORP, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. IDACORP, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) and any Transferee shall become null and void. In the case of any uncertificated Common Shares of the Company, the Company shall cause the transfer agent to include on each Transaction Advice with respect thereto a notation to the effect that the Company will furnish the shareholder without charge a full copy of any designations, relative rights, preferences and limitations which may be attached to the securities covered by such Transaction Advice upon written request to the Secretary of the Company, P.O. Box 70, Boise, Idaho 83707-0070. In the event that the Company shall purchase or acquire any Common Shares of the Company (whether certificated or uncertificated) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with Common Shares which are no longer outstanding." (d) Section 16(c) of the Rights Agreement is hereby amended by deleting Section 16(c) in its entirety and substituting therefor the following: "(c) subject to Sections 6 and 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the certificate or account entry in the Company's stock register evidencing record ownership of the Common Shares associated with such Rights) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate, or any account entry in the Company's stock register or any Transaction Advice made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and 2 neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e), shall be affected by any notice to the contrary; and" (e) Section 18 of the Rights Agreement is hereby amended by deleting the final paragraph of Section 18 in its entirety and substituting therefor the following: "The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares (or in the case of uncertificated Common Shares, any account entry in the Company's stock register that evidences record ownership of such Common Shares) or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper person or persons." Section 2. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings ascribed to them in the Rights Agreement. Section 3. Continued Effect. This Amendment constitutes an integral part of the Rights Agreement. Except as expressly modified by this Amendment, the terms and provisions of the Rights Agreement (including the Exhibits thereto) remain unchanged and in full force and effect. The parties hereto hereby expressly affirm their obligations under the Rights Agreement notwithstanding the amendments effected hereby. Section 4. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Idaho and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State except for the amendments to Section 18 which shall be governed by and construed in accordance with the laws of the State of New York. Section 5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 6. Effectiveness. This Amendment shall become effective immediately upon the execution hereof by the parties hereto. Section 7. Captions. The captions of this Amendment are for convenience only and shall not affect the construction hereof. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. IDACORP, INC. By:/s/ Darrel T. Anderson --------------------------------- Name: Darrel T. Anderson Title: Senior Vice President - Administrative Services and Chief Financial Officer WELLS FARGO BANK, N.A. By:/s/ Suzanne M. Swits --------------------------------- Name: Suzanne M. Swits Title: Vice President, Wells Fargo Shareowner Services 4 -----END PRIVACY-ENHANCED MESSAGE-----