-----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, U1xmw6gngkPhlp6xPeI69WMh9Fw9jG693jcYAvJFojS2zq1HXyYkbqEdfUR1lVaF X/e54QKOZ93/mfdCUUfBjQ== 0000898080-07-000133.txt : 20070531 0000898080-07-000133.hdr.sgml : 20070531 20070531143703 ACCESSION NUMBER: 0000898080-07-000133 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20070531 DATE AS OF CHANGE: 20070531 EFFECTIVENESS DATE: 20070531 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143404 FILM NUMBER: 07890512 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 S-8 1 forms8.txt FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2007 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) -------------------- 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) -------------------- 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 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. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. - ------- ---------------------------------------- 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. II-1 Item 5. Interests of Named Experts and Counsel. - ------- --------------------------------------- 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. - ------- ------------------------------------------ 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. - ------- ---------
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. II-2 Exhibit File Number Filing Date As Exhibit - ------- ----------- ----------- ---------- *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. - ------- ------------- (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: II-3 (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. II-5 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 -------------------------------------- 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 - ----------------------------- (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) II-6 Signature Title Date - --------- ----- ---- /s/ Judith A. Johansen Director May 30, 2007 - ----------------------------- (Judith A. Johansen) Director - ----------------------------- (Christine King) /s/ Gary G. Michael Director May 30, 2007 - ----------------------------- (Gary G. Michael) /s/ Peter S. O'Neill Director May 30, 2007 - ----------------------------- (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)
II-7 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. II-8 Exhibit File Number Filing Date As Exhibit - ------- ----------- ----------- ---------- 23 Consent of Deloitte & Touche LLP. 24 Power of Attorney (included on the signature page hereof).
- ------------------- *Previously filed and incorporated herein by reference. II-9 EX-4 2 ex-4g.txt EXHIBIT 4(G) EXHIBIT 4(g) 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 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. 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 EX-5 3 ex-5a.txt EXHIBIT 5(A) EXHIBIT 5(a) Exhibit 5(a) Thomas R. Saldin, Esq. Senior Vice President and General Counsel IDACORP, Inc. 1221 West Idaho Street Boise, Idaho 83702-5627 May 30, 2007 IDACORP, Inc. 1221 West Idaho Street Boise, Idaho 83702-5627 Ladies and Gentlemen: I am General Counsel to IDACORP, Inc., an Idaho corporation (the "Company"), and have acted as such in connection with the registration statement on Form S-8 (the "Registration Statement"), which the Company proposes to file on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act") relating to the issuance and sale by the Company of 100,000 shares of its common stock, without par value (the "Stock"), and the preferred share purchase rights attached thereto (the "Rights") (the Stock and the Rights collectively referred to as the "Shares") pursuant to the IDACORP, Inc. Restricted Stock Plan, as amended (the "Plan"). For purposes of this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement; (ii) the Plan; (iii) the Rights Agreement, dated as of September 10, 1998, as amended, between the Company and Wells Fargo Bank, N.A., as successor to The Bank of New York, as Rights Agent (the "Rights Agreement"); (iv) the Articles of Incorporation, as amended, and Amended Bylaws of the Company, as in effect on the date hereof; (v) resolutions adopted by the Board of Directors of the Company relating to the Registration Statement, the Rights Agreement and the issuance and delivery of the Shares; and (vi) such other instruments, documents, certificates and records as I have deemed necessary or appropriate for the purposes hereof. In such examination I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to the original documents of all documents submitted to me as copies and the authenticity of the originals of such latter documents. As to any facts material to my opinion, I have, when relevant facts were not independently established, relied upon the aforesaid Registration Statement, Plan, Rights Agreement, Articles of Incorporation, Amended Bylaws, resolutions, instruments, records, certificates and documents. IDACORP, Inc. May 30, 2007 Page 2 Based upon the foregoing, and subject to the qualifications herein expressed, I am of the opinion that: (1) The Company is a corporation validly existing under the laws of the State of Idaho; (2) The issuance of the Stock has been duly authorized by the Board of Directors of the Company; (3) The Stock will be validly issued, fully paid and non-assessable when the Stock shall have been issued, sold and delivered pursuant to the terms and provisions of the Plan and for the consideration contemplated thereby; (4) The issuance of the Rights has been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered in accordance with the Rights Agreement, the Rights will be validly issued; and (5) The Stock to be purchased in the open market is validly issued, fully paid and non-assessable, and the Rights attached thereto are validly issued. The matters relating to the Shares are governed by the law of the State of Idaho. In regard to the Rights, I note that Section 30-1610 of the Idaho Control Share Acquisition Law and Section 30-1706 of the Idaho Business Combination Law each provides that nothing contained in either the Idaho Control Share Acquisition Law (Sections 30-1601 through 30-1614) or the Idaho Business Combination Law (Sections 30-1701 through 30-1710), respectively, is intended to limit the corporate powers or authority of an "issuing public corporation" (as defined in such statutes), such as the Company, to take actions "which the directors may appropriately determine to be in furtherance of the protection of the interests of the corporation and its shareholders, including without limitation the authority to . . . enter into . . . arrangements," such as the Rights Agreement, that "deny rights . . . to the holder or holders of at least a specified number of shares or percentage of share ownership or voting power in certain circumstances." Because I am not aware of any court decision applying the law of the State of Idaho that addresses the effect of these statutory provisions or the validity of plans similar to the Rights Agreement, it is difficult to express a professional judgment as to how a court applying the law of the State of Idaho would rule with respect to the issues relating to the Rights. Nevertheless, I am able to advise you of my conclusion concerning how a court applying the law of the State of Idaho (including, but not limited to, Section 30-1610 of the Idaho Control Share Acquisition Law and Section 30-1706 of the Idaho Business Combination Law) likely would rule. I have concluded that a court applying the law of the State of Idaho, when presented with novel questions concerning takeover matters, such as the effect of the statutory provisions cited above, the adoption by the Company of the Rights Agreement and the status of the Rights, most likely would apply the corporate law of the State of Delaware, the most fully developed body of corporate law in the United States. Accordingly, in rendering this opinion, I have assumed that Delaware corporate law, as expressed in court decisions applying that law, with which I am IDACORP, Inc. May 30, 2007 Page 3 familiar, provides an indication of what standards a court would apply if it were required to apply the law of the State of Idaho considering the matters relating to the Rights. If, however, such a court did not apply the corporate law of Delaware to the Rights Agreement and the Rights, I cannot express a professional judgment as to the conclusions such a court would reach or as to the effect of such conclusions, whether positive or negative, on the Rights. With respect to this opinion, I do not hold myself out as an expert on the laws of any state other than the State of Idaho. My opinions expressed above are limited to the laws of the State of Idaho, the General Corporation Law of the State of Delaware and the applicable provisions of the Constitution of the State of Delaware and the reported judicial decisions interpreting the Delaware laws and the federal laws of the United States. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to me contained therein under the heading "Interests of Named Experts and Counsel." In giving such consent, I do not thereby concede that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Thomas R. Saldin Thomas R. Saldin EX-5 4 ex-5b.txt EXHIBIT 5(B) EXHIBIT 5(b) Exhibit 5(b) LeBoeuf, Lamb, Greene & MacRae LLP 125 West 55th Street New York, New York 10019 May 30, 2007 IDACORP, Inc. 1221 West Idaho Street Boise, Idaho 83702-5627 Ladies and Gentlemen: We have acted as counsel to IDACORP, Inc., an Idaho corporation (the "Company"), in connection with the registration statement on Form S-8 (the "Registration Statement"), which the Company proposes to file on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the issuance and sale by the Company of 100,000 shares of its common stock, without par value (the "Stock"), and the preferred share purchase rights attached thereto (the "Rights") (the Stock and the Rights collectively referred to as the "Shares") pursuant to the IDACORP, Inc. Restricted Stock Plan, as amended (the "Plan"). For purposes of this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Plan; (iii) the Rights Agreement, dated as of September 10, 1998, as amended, between the Company and Wells Fargo Bank, N.A., as successor to The Bank of New York, as Rights Agent (the "Rights Agreement"); (iv) the Articles of Incorporation, as amended, and Amended Bylaws of the Company, as in effect on the date hereof; (v) resolutions adopted by the Board of Directors of the Company relating to the Registration Statement, the Rights Agreement and the issuance and delivery of the Shares and (vi) such other instruments, documents, certificates and records as we have deemed necessary or appropriate for the purposes hereof. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid Registration Statement, Plan, Rights Agreement, Articles of Incorporation, Amended Bylaws, resolutions, instruments, records, certificates and documents. We have also assumed the regularity of all corporate procedures. IDACORP, Inc. May 30, 2007 Page 2 Based upon the foregoing, and subject to the qualifications herein expressed, we are of the opinion that: (1) The Stock will be validly issued, fully paid and non-assessable when the Stock shall have been issued, sold and delivered pursuant to the terms and provisions of the Plan and for the consideration contemplated thereby; (2) When issued and delivered in accordance with the Rights Agreement, the Rights will be validly issued; and (3) The Stock to be purchased in the open market is validly issued, fully paid and non-assessable, and the Rights attached thereto are validly issued. The matters relating to the Shares are governed by the law of the State of Idaho. In regard to the Rights, we note that Section 30-1610 of the Idaho Control Share Acquisition Law and Section 30-1706 of the Idaho Business Combination Law each provides that nothing contained in either the Idaho Control Share Acquisition Law (Sections 30-1601 through 30-1614) or the Idaho Business Combination Law (Sections 30-1701 through 30-1710), respectively, is intended to limit the corporate powers or authority of an "issuing public corporation" (as defined in such statutes), such as the Company, to take actions "which the directors may appropriately determine to be in furtherance of the protection of the interests of the corporation and its shareholders, including without limitation the authority to . . . enter into . . . arrangements," such as the Rights Agreement, that "deny rights. . . to the holder or holders of at least a specified number of shares or percentage of share ownership or voting power in certain circumstances." Because we are not aware of any court decision applying the law of the State of Idaho that addresses the effect of these statutory provisions or the validity of plans similar to the Rights Agreement, it is difficult to express a professional judgment as to how a court applying the law of the State of Idaho would rule with respect to the issues relating to the Rights. Nevertheless, we are able to advise you of our opinion as expressed herein, which reflects our professional conclusion concerning how a court applying the law of the State of Idaho (including, but not limited to, Section 30-1610 of the Idaho Control Share Acquisition Law and Section 30-1706 of the Idaho Business Combination Law) likely would rule. Although we are not admitted to practice in the State of Idaho, we have conferred with Thomas R. Saldin, Esq., Senior Vice President and General Counsel of the Company, for purposes of rendering this opinion. General Counsel and we have concluded that a court applying the law of the State of Idaho, when presented with novel questions concerning takeover matters, such as the effect of the statutory provisions cited above, the adoption by the Company of the Rights Agreement and the status of the Rights, most likely would apply the corporate law of the State of Delaware, the most fully developed body of corporate law in the United States. Accordingly, in rendering our opinion, we have assumed that Delaware corporate law, as expressed in court decisions applying that law, with which we are familiar, provides an IDACORP, Inc. May 30, 2007 Page 3 indication of what standards a court would apply if it were required to apply the law of the State of Idaho considering the matters relating to the Rights. If, however, such a court did not apply the corporate law of Delaware to the Rights Agreement and the Rights, we cannot express a professional judgment as to the conclusions such a court would reach or as to the effect of such conclusions, whether positive or negative, on the Rights. With respect to this opinion, we do not hold ourselves out as experts on the laws of any state other than the State of New York. Our opinions expressed above are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the applicable provisions of the Constitution of the State of Delaware and the reported judicial decisions interpreting the Delaware laws, and the federal laws of the United States. Insofar as this opinion involves matters of the law of the State of Idaho, we have relied upon an opinion of even date herewith addressed to you by Thomas R. Saldin, Senior Vice President and General Counsel of the Company. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to our firm contained therein under the heading "Interests of Named Experts and Counsel." In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ LeBoeuf, Lamb, Greene & MacRae LLP EX-15 5 ex-15.txt EXHIBIT 15 EXHIBIT 15 Exhibit 15 AWARENESS LETTER OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM IDACORP, Inc. 1221 West Idaho Street Boise, Idaho We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of IDACORP, Inc. and subsidiaries for the three-month periods ended March 31, 2007 and 2006, and have issued our report dated May 8, 2007. As indicated in such report, because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, is being incorporated by reference in this Registration Statement. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ DELOITTE & TOUCHE LLP Boise, Idaho May 30, 2007 EX-23 6 ex-23.txt EXHIBIT 23 EXHIBIT 23 Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements and financial statement schedules of IDACORP, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 158) and management's report on the effectiveness of internal control over financial reporting dated February 28, 2007 appearing in the Annual Report on Form 10-K of IDACORP, Inc. for the year ended December 31, 2006. /s/ DELOITTE & TOUCHE LLP Boise, Idaho May 30, 2007 -----END PRIVACY-ENHANCED MESSAGE-----