UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 9, 2004
Exact name of registrant as specified in
Commission its charter, address of principal executive IRS Employer
File Number office and registrant's telephone number Identification Number
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1-14465 IDACORP, Inc. 82-0505802
1221 W. Idaho Street
Boise, ID 83702-5627
(208) 388-2200
State or Other Jurisdiction of Incorporation: Idaho
None
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Former name or former address, if changed since last report.
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
IDACORP, Inc.
Form 8-K
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 9, 2004, IDACORP, Inc. (IDACORP) entered into an underwriting
agreement with Morgan Stanley & Co. Incorporated, as representative of the
several underwriters named in Schedule I thereto, whereby IDACORP agreed to sell
and the underwriters agreed to purchase for resale to the public, subject to the
terms and conditions expressed therein, 3,500,000 shares of IDACORP's common
stock, plus an additional 525,000 shares issuable upon the exercise of a 30-day
option granted by IDACORP to the underwriters to cover over-allotments, if any.
The common stock is expected to be issued on December 15, 2004, subject to
conditions stated in the underwriting agreement.
The underwriting agreement contains representations, warranties and agreements
of IDACORP, customary conditions to closing, indemnification rights and
obligations of the parties and termination provisions. A copy of the
underwriting agreement is filed as Exhibit 1.1 hereto. The prospectus
supplement, dated December 9, 2004, relating to the offering was filed with the
Securities and Exchange Commission on December 10, 2004 pursuant to Rule
424(b)(5).
ITEM 8.01 OTHER EVENTS
On December 10, 2004, IDACORP issued a press release announcing the pricing of a
public offering of 3,500,000 shares its common stock described in Item 1.01
under a shelf registration statement on Form S-3, effective March 6, 2002 (File
No. 333-83434). A copy of the press release is filed with this Form 8-K as
Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Number Description
1.1 Underwriting Agreement dated December 9, 2004 between IDACORP and
Morgan Stanley & Co. Incorporated, as representative of the several
underwriters named in Schedule I thereto
5.1 Opinion of Thomas R. Saldin, Esq.
5.2 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of Thomas R. Saldin, Esq. (included in Exhibit 5.1)
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
5.2)
99.1 Press Release dated December 10, 2004
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 10, 2004
IDACORP, Inc.
By: /s/ Darrel T. Anderson
----------------------
Darrel T. Anderson
Senior Vice President -
Administrative Services
and Chief Financial Officer
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INDEX TO EXHIBITS
Number Description
1.1 Underwriting Agreement dated December 9, 2004 between IDACORP and
Morgan Stanley & Co. Incorporated, as representative of the several
underwriters named in Schedule I thereto
5.1 Opinion of Thomas R. Saldin, Esq.
5.2 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of Thomas R. Saldin, Esq. (included in Exhibit 5.1)
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
5.2)
99.1 Press Release dated December 10, 2004
4