SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
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
P.O. Box 70
Boise, Idaho 83707
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), 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
Common Stock, without par value New York Stock Exchange
Pacific Exchange
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.
Effective October 1, 1998, the outstanding shares of common stock of Idaho
Power Company were exchanged for shares of common stock of IDACORP, and IDACORP
became the holding company for Idaho Power Company. We registered the IDACORP
common stock issued in the exchange under the Securities Act of 1933 on Form S-4
(No. 333-48031). Our common stock was approved for listing on the New York Stock
Exchange and the Pacific Exchange. Pursuant to Rule 12g-3(a) under the
Securities Exchange Act of 1934, IDACORP, as successor issuer, is deemed to have
common stock registered under Section 12(b) of the Securities Exchange Act of
1934. To comply with the requirements of Rule 421 under the Securities Act of
1933, we are filing this registration statement on Form 8-A to describe the
common stock in plain English.
DESCRIPTION OF COMMON STOCK
General
The following is a description of our common stock. This description is not
complete, and we qualify this description by referring to our articles of
incorporation, as amended, our amended bylaws, which we incorporate herein by
reference, and the laws of the state of Idaho.
Our articles of incorporation authorize us to issue 120,000,000 shares of
common stock, without par value, and 20,000,000 shares of preferred stock,
without par value.
Dividend Rights
Subject to the prior rights of the preferred stock, holders of our common
stock are entitled to receive any dividends our board of directors may declare
on the common stock. The board of directors may declare dividends from any
property legally available for this purpose.
Voting Rights
The common stock has one vote per share. The holders of our common stock
are entitled to vote on all matters to be voted on by shareholders. The holders
of our common stock are not entitled to cumulative voting in the election of
directors.
Holders of IDACORP preferred stock will not have any right to vote except
as established by our board of directors or provided in our articles of
incorporation or bylaws or by state law. The Series A preferred stock, if
issued, will have voting rights.
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Liquidation Rights
Subject to the prior rights of the preferred stock, if IDACORP liquidates,
dissolves or is wound up, whether this is voluntary or not, the holders of the
common stock will be entitled to receive any net assets available for
distribution to shareholders.
Other Rights
The common stock is not liable to further calls or assessment. The holders
of our common stock are not entitled to subscribe for or purchase additional
shares of our capital stock. Our common stock is not subject to redemption and
does not have any conversion or sinking fund provisions.
Effects on Our Common Stock If We Issue Preferred Stock
Our board of directors has the authority, without further action by
shareholders, to issue up to 20,000,000 shares of preferred stock in one or more
series. The board of directors has the authority to determine the terms of each
series of preferred stock, within the limits of the articles of incorporation
and the laws of the state of Idaho. These terms include the number of shares in
a series, dividend rights, liquidation preferences, terms of redemption,
conversion rights and voting rights.
If we issue preferred stock, it may negatively affect the holders of our
common stock. These possible negative effects include diluting the voting power
of shares of our common stock and affecting the market price of our common
stock. In addition, the ability of our board of directors to issue preferred
stock may delay or prevent a change in control of IDACORP.
Although there are no shares of preferred stock currently outstanding, we
have reserved 1,200,000 shares of A series preferred stock for issuance in
connection with our shareholder rights plan.
PROVISIONS OF OUR ARTICLES OF INCORPORATION AND OUR BYLAWS THAT
COULD DELAY OR PREVENT A CHANGE IN CONTROL
Although it is not the intention of the board of directors to discourage
legitimate offers to enhance shareholder value, the existence of unissued common
stock, the ability of the board to issue preferred stock without further
shareholder action and other provisions of our articles of incorporation and
bylaws may discourage transactions aimed at obtaining control of IDACORP.
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Provisions Relating to Our Board of Directors
Classified Board
We have divided the members of our board of directors into three classes.
The number of directors in each class is as nearly equal as possible. Directors
in each class are elected for a three-year term.
This classification of the board of directors may prevent shareholders from
changing the membership of the entire board of directors in a relatively short
period of time. At least two annual meetings, instead of one, generally will be
required to change the majority of directors. The classified board provisions
could have the effect of prolonging the time required for a shareholder with
significant voting power to gain majority representation on the board of
directors. Where majority or supermajority board of directors approval is
necessary for a transaction, such as an interested shareholder business
combination, the inability to immediately gain majority representation on the
board of directors could discourage takeovers and tender offers.
Number of Directors, Vacancies, Removal of Directors
Our bylaws provide that the board of directors will have at least 9 and at
most 15 directors. The size of the board may be changed by a two-thirds vote of
shareholders entitled to vote, or by a majority vote of the board of directors.
A majority of the board decides the exact number of directors at a given time.
The board fills any new directorships it creates and any vacancies.
Directors may be removed by the shareholders only for cause and only if at
least two-thirds of the shares of our outstanding voting stock approve the
removal.
These provisions may delay or prevent a shareholder from gaining control of
the board.
Meetings of Shareholders
No Cumulative Voting
The articles of incorporation do not provide for cumulative voting. This
could prevent directors from being elected by a relatively small group of
shareholders.
Advance Notice Provisions
The bylaws require that for a shareholder to nominate a director or bring
other business before an annual meeting, the shareholder must give notice not
earlier than 90 days and not later than 60 days prior to the first anniversary
of the preceding year's annual meeting.
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The bylaws also limit business at a special meeting to the purposes stated
in the notice of the special meeting.
These advance notice provisions may delay a person from bringing matters
before a shareholder meeting. The provisions may provide enough time for us to
begin litigation or take other steps to respond to these matters, or to prevent
them from being acted upon, if we find it desirable.
Amendment of Articles of Incorporation
The articles of incorporation require an 80% vote of shareholders entitled
to vote in order to amend certain provisions, including provisions relating to
the board of directors, unless such amendment is recommended by two-thirds of
the continuing directors, as defined.
Amendment of Bylaws
Amendment of the bylaws relating to the board of directors or advance
notice provisions for shareholder meetings requires a two-thirds vote of
shareholders entitled to vote or a majority vote of the board of directors.
PREFERRED SHARE PURCHASE RIGHTS
On September 10, 1998, our board of directors declared a dividend
distribution of one preferred share purchase right for each share of our common
stock outstanding as of October 1, 1998. We will issue one right with each
additional share of common stock we issue until the rights expire, are redeemed
or exchanged or become exercisable. The description of our preferred share
purchase rights is contained in the Form 8-A/A dated October 20, 1999 and in the
Rights Agreement, dated September 10, 1998, between The Bank of New York, as
Rights Agent, and us. We incorporate these documents herein by reference.
PROVISIONS OF IDAHO LAW THAT COULD DELAY OR PREVENT A CHANGE IN
CONTROL
Idaho Control Share Acquisition Law
We are subject to the provisions of the Idaho Control Share Acquisition
Law. This law is designed to protect minority shareholders in the event that a
person acquires or proposes to acquire shares of voting stock giving it certain
percentages of the voting power in the election of our directors. These
percentages range from 20% to more than 50%, depending on the circumstances.
Under this law, an acquiring person must deliver to us an information statement
that includes the acquiring person's identity, its acquisition plans and its
financing. The acquiring person cannot vote the shares it holds that are greater
than the applicable percentages unless two-thirds of the outstanding voting
stock, excluding shares owned by the acquiring person, approves of such voting
power. If the acquiring person so requests and
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complies with other requirements, we must hold a special meeting within 55 days
of receiving the information statement from the acquiring person for the
shareholders to vote. If the acquiring person does not deliver the information
statement, or our shareholders do not approve such voting power, we may redeem
all of the acquiring person's shares that exceed the applicable percentage at
their fair market value.
Idaho Business Combination Law
We are also subject to the Idaho Business Combination Law. This law
prohibits us from engaging in certain business combinations with a person who
owns 10% or more of our outstanding voting stock for a three-year period after
the person acquires the shares. This prohibition does not apply if our board of
directors approved of the business combination or the acquisition of our shares
before the person acquired 10% of the shares. After the three-year period, we
could engage in a business combination with the person only if two-thirds of our
outstanding voting stock, excluding shares owned by the person, approve, or the
business combination meets minimum price requirements.
Item 2. Exhibits.
3.1 Articles of Incorporation of IDACORP, Inc. (incorporated by reference to
Exhibit 3.1 to the Form S-3 of IDACORP, Inc. (File No. 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 (incorporated
by reference to Exhibit 3.2 to the Form S-3 of IDACORP, Inc. (File No.
333-64737)).
3.3 Articles of Amendment to Articles of Incorporation of IDACORP, Inc.
creating A Series Preferred Stock, without par value, as filed with the
Secretary of State of Idaho on September 17, 1998 (incorporated by
reference to Exhibit 3(b) to the Form S-3 of IDACORP, Inc. (File No.
333-00139)).
3.4 Amended Bylaws of IDACORP, Inc., dated July 8, 1999 (incorporated by
reference to Exhibit 3(h) to the Form 10-Q of IDACORP, Inc., dated August
6, 1999).
4. Rights Agreement, dated as of September 10, 1998, between IDACORP, Inc. and
The Bank of New York, as rights agent, including form of right certificate
(incorporated by reference to Exhibit 4 to the Form 8-K of IDACORP, Inc.,
dated September 15, 1998).
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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 registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
IDACORP, INC.
Date: October 20, 1999 By: /s/ J. LaMont Keen
Name: J. LaMont Keen
Title: Senior Vice President - Administration
and Chief Financial Officer
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EXHIBIT INDEX
Number Description
3.1 Articles of Incorporation of IDACORP, Inc. (incorporated by reference
to Exhibit 3.1 to the Form S-3 of IDACORP, Inc. (File No. 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
(incorporated by reference to Exhibit 3.2 to the Form S-3 of IDACORP,
Inc. (File No. 333- 64737)).
3.3 Articles of Amendment to Articles of Incorporation of IDACORP, Inc.
creating A Series Preferred Stock, without par value, as filed with
the Secretary of State of Idaho on September 17, 1998 (incorporated by
reference to Exhibit 3(b) to the Form S-3 of IDACORP, Inc. (File No.
333-00139)).
3.4 Amended Bylaws of IDACORP, Inc., dated July 8, 1999 (incorporated by
reference to Exhibit 3(h) to the Form 10-Q of IDACORP, Inc., dated
August 6, 1999).
4. Rights Agreement, dated as of September 10, 1998, between IDACORP,
Inc. and The Bank of New York, as rights agent, including form of
right certificate (incorporated by reference to Exhibit 4 to the Form
8-K of IDACORP, Inc., dated September 15, 1998).
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