As filed with the Securities and Exchange Commission on February 9, 1998
Registration Statement No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
PACIFICORP
(Exact name of registrant as specified in its charter)
---------------
OREGON 93-9246090
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
700 NE Multnomah, Suite 1600
Portland, Oregon 97232
(Address of Principal (Zip Code)
Executive Offices)
---------------
PacifiCorp Stock Incentive Plan
(formerly 1996 Stock Retention Plan)
(Full title of the plan)
Richard T. O'Brien
Senior Vice President and Chief Financial Officer
PacifiCorp
700 NE Multnomah, Suite 1600
Portland, Oregon 97232
(Name and address of agent for service)
(503) 731-2000
(Telephone number, including area code, of agent for service)
---------------
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
John M. Schweitzer, Esq.
Stoel Rives LLP
700 NE Multnomah, Suite 950
Portland, Oregon 97232-4109
(503) 872-4821
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<TABLE>
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CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 11,500,000 Shares $23.2813 $267,734,950 $78,981.81
=======================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933. The
calculation of the registration fee is based on $23.2813, which was the
average of the high and low prices of the registrant's Common Stock on
February 2, 1998, as reported in The Wall Street Journal for New York Stock
Exchange listed securities.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by PacifiCorp, an Oregon corporation (the
"Company"), with the Securities and Exchange Commission are incorporated herein
by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933 that
contains audited financial statements for the Company's latest fiscal year
for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report or prospectus referred to in (a) above.
(c) The description of the common stock of the Company contained in
the Company's registration under Section 12 of the Securities Exchange Act
of 1934, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold
hereunder, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Company's Third Restated Articles of Incorporation ("Restated
Articles"), and Bylaws, as amended ("Bylaws"), require the Company to indemnify
directors and officers to
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the fullest extent not prohibited by law. The right to and amount of
indemnification will be ultimately subject to determination by a court that
indemnification in the circumstances presented is consistent with public policy
considerations and other provisions of law. It is likely, however, that the
Restated Articles would require indemnification at least to the extent that
indemnification is authorized by the Oregon Business Corporation Act ("OBCA").
The effect of the OBCA is summarized as follows:
(a) The OBCA permits the Company to grant a right of indemnification
in respect of any threatened, pending or completed action, suit or proceeding,
other than an action by or in the right of the Company, against expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred, provided the person concerned acted
in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the conduct was
unlawful. Indemnification is not permitted in connection with a proceeding in
which a person is adjudged liable on the basis that personal benefit was
improperly received unless indemnification is permitted by a court upon a
finding that the person is fairly and reasonably entitled to indemnification in
view of all of the relevant circumstances. The termination of a proceeding by
judgment, order, settlement, conviction or plea of nolo contendere or its
equivalent is not, of itself, determinative that the person did not meet the
prescribed standard of conduct.
(b) The OBCA permits the Company to grant a right of indemnification
in respect of any proceeding by or in the right of the Company against the
reasonable expenses (including attorneys' fees) incurred, if the person
concerned acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Company, except that no
indemnification may be granted if such person is adjudged to be liable to the
Company unless permitted by a court.
(c) Under the OBCA, the Company may not indemnify a person in respect
of a proceeding described in (a) or (b) above unless it is determined that
indemnification is permissible because the person has met the prescribed
standard of conduct by any one of the following: (i) the Board of Directors, by
a majority vote of a quorum consisting of directors not at the time parties to
the proceeding, (ii) if a quorum of directors not parties to the proceeding
cannot be obtained, by a majority vote of a committee of two or more directors
not at the time parties to the proceeding, (iii) by special legal counsel
selected by the Board of Directors or the committee thereof, as described in (i)
and (ii) above, or (iv) by the shareholders. Authorization of the
indemnification and evaluation as to the reasonableness of expenses are to be
determined as specified in any one of (i) through (iv) above, except that if the
determination is made by special legal counsel, then the authorization of
indemnification and evaluation of the reasonableness of such expenses is to be
made by those entitled to select special legal counsel. Indemnification can also
be ordered by a court if the court determines that indemnification is fair and
reasonable in view of all of the relevant circumstances. Notwithstanding the
foregoing, every person who has been wholly successful, on the merits
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or otherwise, in the defense of a proceeding described in (a) or (b) above is
entitled to be indemnified as a matter of right against reasonable expenses
incurred in connection with the proceeding.
(d) Under the OBCA, the Company may pay for or reimburse the
reasonable expenses incurred in defending a proceeding in advance of the final
disposition thereof if the director or officer receiving the advance furnishes
the Company (i) a written affirmation of the director's or officer's good faith
belief that he or she has met the prescribed standard of conduct, and (ii) a
written undertaking to repay the advance if it is ultimately determined that
such person did not meet the standard of conduct.
The rights of indemnification described above are not exclusive of any
other rights of indemnification to which officers or directors may be entitled
under any statute, agreement, vote of shareholders, action of directors, or
otherwise. Resolutions adopted by the Company's Board of Directors require the
Company to indemnify directors and officers of the Company to the fullest extent
permitted by law and are intended to create an obligation to indemnify to the
fullest extent a court may find to be consistent with public policy
considerations.
The Company has directors' and officers' liability insurance coverage which
insures officers and directors of the Company against certain liabilities.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
(4)(a) Third Restated Articles of Incorporation of the Company. Incorporated
by reference to Exhibit (3)a, Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5152.
(4)(b) Bylaws of the Company (as restated and amended May 10, 1995).
Incorporated by reference to Exhibit (3)b, Form 10-K for the fiscal
year ended December 31, 1995, File No. 1-5152.
(5) Opinion of Stoel Rives LLP.
(15) Letter re Unaudited Interim Financial Information.
(23)(a) Consent of Deloitte & Touche LLP.
(23)(b) Consent of Stoel Rives LLP (included in Exhibit 5).
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(24) Powers of Attorney.
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:
(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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Securities and Exchange 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.
(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 which 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 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
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therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) 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 foregoing provisions, 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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
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 Portland, State of Oregon, on February 6, 1998.
PACIFICORP
By FREDERICK W. BUCKMAN
--------------------------------------
Frederick W. Buckman
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on February 6,
1998 in the capacities indicated.
Signature Title
--------- -----
FREDERICK W. BUCKMAN President, Chief Executive Officer
- ---------------------------------- and Director
Frederick W. Buckman
*RICHARD T. O'BRIEN Senior Vice President and Chief
- ---------------------------------- Financial Officer (also Chief Accounting
Richard T. O'Brien Officer)
*W. CHARLES ARMSTRONG Director
- ----------------------------------
W. Charles Armstrong
*KATHRYN A. BRAUN Director
- ----------------------------------
Kathryn A. Braun
*C. TODD CONOVER Director
- ----------------------------------
C. Todd Conover
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*NOLAN E. KARRAS Director
- ----------------------------------
Nolan E. Karras
*KEITH R. McKENNON Director
- ----------------------------------
Keith R. McKennon
(Chairman)
*ROBERT G. MILLER Director
- ----------------------------------
Robert G. Miller
*ALAN K. SIMPSON Director
- ----------------------------------
Alan K. Simpson
*VERL R. TOPHAM Director
- ----------------------------------
Verl R. Topham
*DON M. WHEELER Director
- ----------------------------------
Don M. Wheeler
*NANCY WILGENBUSCH Director
- ----------------------------------
Nancy Wilgenbusch
*PETER I. WOLD Director
- ----------------------------------
Peter I. Wold
*By FREDERICK W. BUCKMAN
----------------------------------
Frederick W. Buckman
(Attorney-in-Fact)
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EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
(4)(a) Third Restated Articles of Incorporation
of the Company. Incorporated by reference
to Exhibit (3)a, Form 10-K for the fiscal
year ended December 31, 1996, File No.
1-5152.
(4)(b) Bylaws of the Company (as restated and
amended May 10, 1995). Incorporated by
reference to Exhibit (3)b, Form 10-K for
the fiscal year ended December 31, 1995,
File No. 1-5152.
(5) Opinion of Stoel Rives LLP.
(15) Letter re Unaudited Interim Financial
Information.
(23)(a) Consent of Deloitte & Touche LLP.
(23)(b) Consent of Stoel Rives LLP (included in
Exhibit 5).
(24) Powers of Attorney.
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EXHIBIT 5
February 9, 1998
PacifiCorp
700 NE Multnomah, Suite 1600
Portland, OR 97232
We have acted as counsel to PacifiCorp, an Oregon corporation (the
"Company"), in connection with the filing of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
covering 11,500,000 shares of Common Stock of PacifiCorp (the "Shares") to be
issued from time to time pursuant to the Company's Stock Incentive Plan (the
"Plan"). We have reviewed the corporate action of the Company in connection with
this matter and have examined those documents, corporate records and other
instruments we deemed necessary for purposes of this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Oregon;
2. The Shares have been duly authorized by all necessary corporate action
and, when issued in accordance with the terms and conditions of the Plan and the
resolutions of the Company's Board of Directors, and, with respect to any newly
issued shares, upon obtaining any necessary state regulatory approvals, the
Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 15
February 9, 1998
PacifiCorp
700 NE Multnomah
Portland, Oregon
We have made reviews, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of PacifiCorp and subsidiaries for the periods ended March 31, 1997
and 1996, June 30, 1997 and 1996, and September 30, 1997 and 1996, as indicated
in our reports dated April 21, 1997, August 11, 1997, and October 17, 1997,
respectively; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30,
1997, and September 30, 1997, are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are 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.
DELOITTE & TOUCHE LLP
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
PacifiCorp on Form S-8 of our report dated January 31, 1997 (March 11, 1997 as
to Note 15), incorporated by reference in the Annual Report on Form 10-K of
PacifiCorp for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Portland, Oregon
February 9, 1998
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, the undersigned's true and
lawful attorneys and agents, with full power of substitution and resubstitution
for the undersigned and in the undersigned's name, place and stead, in any and
all capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the Amended and Restated PacifiCorp
Stock Incentive Plan, and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney and agent, full power and authority to do any and
all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
Dated: February 12, 1997.
W. CHARLES ARMSTRONG
-----------------------------------------
W. Charles Armstrong
FREDERICK W. BUCKMAN
-----------------------------------------
Frederick W. Buckman
RICHARD T. O'BRIEN
-----------------------------------------
Richard T. O'Brien
KATHRYN A. BRAUN
-----------------------------------------
Kathryn A. Braun
C. TODD CONOVER
-----------------------------------------
C. Todd Conover
NOLAN E. KARRAS
-----------------------------------------
Nolan E. Karras
KEITH R. McKENNON
-----------------------------------------
Keith R. McKennon
ROBERT G. MILLER
-----------------------------------------
Robert G. Miller
<PAGE>
ALAN K. SIMPSON
-----------------------------------------
Alan K. Simpson
VERL R. TOPHAM
-----------------------------------------
Verl R. Topham
DON M. WHEELER
-----------------------------------------
Don M. Wheeler
NANCY WILGENBUSCH
-----------------------------------------
Nancy Wilgenbusch
PETER I. WOLD
-----------------------------------------
Peter I. Wold
