UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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.
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(Exact Name of Registrant as Specified in Its Charter)
Idaho 82-0505802
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1221 West Idaho Street
Boise, Idaho 83702
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(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
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Preferred Share Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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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
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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.
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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
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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.
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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
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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.
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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
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Name: Darrel T. Anderson
Title: Senior Vice President -
Administrative Services
and Chief Financial Officer
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EXHIBIT INDEX
Number Description
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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.
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