20120221Compliance Filing.pdf

R EIVF'J ~~~'V'ST4.
Corp.2012 FEB 11 AM II: 02
o
ean D. Jewell, Secretar
Case No. A VU-U-11-02
e are submitting the following information in compliance with the Commission's Order No.
32381 under Case No. A VU-U-11-02 for the authorization to issue up to $5,500,000 shares of
Common Stock.
A registration statement was filed on Januar 17, 2012 solely to register 1,000,000 additional
shares of common stock, no par value ("Common Stock"), of A vista Corporation, a Washington
corporation (the "Company" or "Avista"), that may be delivered pursuant to the Company's
Long-Term Incentive Plan (the "Plan"). The Company previously fied a registration statement
on Form S-8 (File No. 333-126577) on July 13, 2005 (the "Prior Registration Statement"),
covering 1,000,000 shares of its Common Stock (of which 947,474 remain undelivered), for
delivery under the Plan. The total number of shares currently registered for delivery pursuant to
the Plan on January 17, 2011 was 1,947,474 shares, which consists of the 1,000,000 additional
shares registered by this Registration Statement and the 947,474 shares that remain registered and
undelivered under the Prior Registration Statement.
The Company does not receive proceeds from this program. This program is designed to retain
its employees and other eligible paricipants.
Please contact Damien Lysiak at [phone] if you have any questions.
Sincerely,~-Q-~
Diane C. Thoren
Treasurer
Enclosure
~
AVISTA CORPORATION
FORMS-8
RR DonneUe ProFile
11111111111~i II1111111111lW 11111111111~I1111
17-Jan.20t2 t5:0 EST 284162 FS 1 8*
HTMESS DC
Page 1 of 1
As ried with the Securities and Exchange Commssion on January 17,2012
Regitraon No. 333.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMS-8
REGISTRA TION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVISTA CORPORATION
(Exact nae of Registnt as spifed in its chaer)
Washingon
(Ste or otber jurcton ofinorraon or orgnition)
141l Eat Mission Avenue
Spokane, Washingn 99202
[phone](Addre inud zip coe. an telepne nnmber, inludi
ar coe. of Regra's prips executive offce)
91-662470
(I.R. Employer
Identication No.)
AVISTA CORPORATION
LONG- TERM INCENTIVE PLAN
(FU tile of the plan)
MAR M. DURKIN
Senior Vice Prident,
Genera Counsl and
Chef Comp6an OfcerAvi Corpration
1411 Ea Misson Avenue
Spokane, Washinn 9902
[phone]
(Nam an addre inlud zip coe, and teleho nnmbe, including ar coe. of agents for serve)
J. ANHONY TERRL
MICHAL F. FIZPATRICK, JR.
Dewey & LeBouf LLP
1301 Avenue of the America New York,
New York 10019
(212) 259-80
Indicate by check ma whether the registrt is a large accelerated fier, an accelerated filer, a non-accelerate fier or a smaler repong
company. See the definitions of "large acclerte fier," "accelerted fier" and "smaller repoing company" in Rule 12b-2 of the Exchange Act
(Check one):
Lage acclerted fier 00
Non-acceleraed filer 0
Accelerated fier 0
Smaller reportg compy 0
Prpo manm Pr in1ïtle of seties =.(~oferi pr agte oferi Ainofto be reere . (I Desb(2)Dnee2)_Ion fee Commn Stock (no oa value)1,00,00 shars $24.97 $24.970,00 $2,861.57
. .
CALCUTION OF REGISTRATION FEE
(I) Puuat to Rule 416(a) under th Securties Act of 1933, ths registrtion statement also covers such mdetermnable number of additiona
secties as may beme deliverble as a result of stok splits, stock dividends or similar trsactions.
(2) Estimated solely for puises of calculating th registrtion fee puruant to Rule 457(h) under the Securties Act of 1933 on the basis of the
average of the high and low prces of the registt's commn stok on the New York Stock Exchange compsite tape on Januar 13,2012.
~
AVISTA CORPORATION
FORMS-8
RR Donnelle ProFile
1111111111111111111 11111 Ilillllll 111111 1111
t7.Jan.201Z 15:( EST 28162 111 6*
HTMESS DC
Page 1 of 1
EXLANATORY NOTE
Th registration statement is being fied solely to register 1,000,00 addtional shares of commn stock, no par value
("Common Stock"), of Avista Corporation, a Washington corporation (the "Company" or "Avista"), that may be delivered puruant
to the Company's Long-Term Incentive Plan (th "Plan"). Th Company previously fied a registrtion statement on Form S-8 (File
No. 333- 126577) on July 13, 2005 (the "Prior Registrtion Statement"), coverig 1,00,000 shares of its Common Stock (of which
947,474 remain undelivered), for delivery under the Plan. The total nwnber of shaes cutly registered for delivery puruant to the
Plan is 1,947,474 shares as of the date hereof, which consists of the 1,00,00 addtional shar registered by this Registtion
Statement and the 947,474 shares that remai registered and undelivered undr th Pror Registrtion Statement. The documents that,
taken together, constitute the prospectus that meets the requirements of Secton lO(a) of the Secunties Act of 1933, as amended, for
purses of this Registration Statement wil be used as a combined prospectus under ths Registrtion Statement and the Prior
Registration Statement.
Partn
INFORMTION REQUID IN THE REGISTRATION STATEMENT
Item 3. Incorpration of Documents by Reference.
A. Douments Incorprated by Reference
A vista is incorporating into this registration statement by reference:
Avista's most reent Annual Report on Form lO-K fied with the SEC puruant to the Exchange Act;
all other docuents fied by Avista with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the fiing of our most recent Annual Report an prior to the terination of the offering,
and all of those documents ar deemed to be a par of this registration statement from the date of fiing such documents; it being
understood that docwnents, or portons of documents, that ar "furished" but not ''fled'', in accordace with SEC rules, will not be
deemed to be incorprated by reference. A vista refers to the documents incorprate into ths registration statement by reference as
the "Incorporate Docwnents." Any statement contaned in an Incorprated Document may be modified or superseded by a stateent
in ths registrtion statement (if such Incorprated Doument was fied prior to the date of ths registration statement) in any
prospectus supplement or in any subsequently filed Incorprated Doent. The Incorprated Downents as of the date of this
registrtion statement are:
· Annual Report on Form 10-K for the yea ended December 31, 2010;
· Quarerly Report on Form 10-Q for the quarers ended March 31, 2011, June 30, 2011 and September 30, 2011; and
Curent Report on Form 8-K dated Februar 4,Febrar 11, May 12, May 13, May 16, June 28, July 5, August 12,
August 16, August 26, September 30, October 27, November 21, and December 14,201 1 an Januar 5, 2012 and Curnt
Report on Form 8-KJ A, Amndment No.1, fied on August 16, 2011. .
IT-I
AVISTA CORPORATION
FORMS-8
RR Donnelley ProRle WirraRfS01 WCRpf rend
.POR
11111111111111 "llllllllil~lilllllllllllllll
t1.Jan.2OZ 13:09 EST 28162 II 2 6*
HTMESS DC
Page 1 of 1
B. Experts
The consolidated fmancial statements incorprated in this registration statement by reference from the Company's Annual
Reprt on Form IO.K and the effectiveness of Avista Corpration's internal control over financial reportg have been audited by
Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, (which report (1) express an
unquafied opinion on the consolidated financial statements and, in the Annual Report for the year ended December 31, 2010, include
an explanatory paragraph relating to the adoption of Accounting Standards Updte No. 200- 1 7, Consolidations-Improvements to
Financial Reporting by Enterprises Involved with Variable Interest Entities and (2) express an unqualifed opinion on the
effectiveness of internal control over financial reportg), which are incorprated herein by reference. Such consolidated financial
statements have been so incorprated in reliance upon the reports of such firm given upon their authonty as experts in accountig and
auditing.
With respect to the unaudited intenm consolidated financial information, which is incorprated herein by reference, Deloitte &
Touche LLP, an independent registered public accountig firm, have applied limited proedures in accordance with th stadards of
th Public Company Accountig Oversight Boad (United States) for a review of such information. However, as stated in their reprt
included in Avista Corpration's Quarerly Report on Form IO-Q and incorprated by reference herein, they did not audit and thy
do not express an opinion on that intenm financial information. Accordigly, th degre of reliance on their reports on such
information should be restncted in light of the limited nature of th review proceures applied. Deloitte & Touche LLP ar not subjec
to the liabilty provisions of Section i i of the Secunties Act of i 933 for their report on the unaudited intenm financial information
beause those rert ar not "reports" or a "part' of the registraton statement prepared or certfied by an accountant withn the
meanng of Sections 7 and 11 of the Act.
C. Legal Matter
The legality of the shares of Common Stock offered under the Plan has been passed upon for Avista by Maran M. Dur, Esq.,
Senior Vice Prsident, General Counsel and Chief Compliance Offcer of A vista, an by Dewey & LeBoeuf LLP, counsel to A vista.
In giving its opinion, Dewey & LeBoeuf LLP has relied as to matters of Washington, Idaho, Montaa and Oregon law upon the
opinon of Maran M. Durkin, Esq.
Item 4. Descption of Securities.
The Company's Common Stock, which is registered under Section i 2(b) of the Securities Exchange Act of i 934, as amended,
and is listed on the New York Stock Exchange, is descnbe below.
Genera
The authonzed capital stock of Avista, as set fort in its Restated Aricles of Incorpration, as amended, consists of 10,00,00
shars of Preferred Stock, cumulative, without nominal or par value ("Preferred Stock"), which is issuable in senes, and 200,00,00
shars of Commn Stock without nominal or par value ("Common Stok"). Following is a bnef descnption of cerain of the nghts
and pnvileges of the Common Stock.
ll-2
AVISTA CORPORATION
FORMS-8
RR Donnelley ProFile roilllrS01 WCRpf rend.POR
IIIIIIIIIIIIIIIIIIIIIIIIIWU 111111111111111111
t1.Jan.201Z 13: EST 28162 .. 3 6*
HTMESS DC
Page 1 of 1
A vista may issue additional shares of its Common Stock from time to time. The term of the Common Stock include those stated
in the Avista Arcles and the Avista Bylaws and those made applicable thereto by the Washington Business Corpration Act (the
"Washingtn BCA"). The following summar is not complete and is subject in all respets to the provisions of, and is qualified in its
entirty by reference to Avista's Restated Arcles of Incorporation, as amended (the "Arcles"), Avista's Bylaws (the ''Bylaws") and
the Washington BCA. Avista has fied the Arcles and the Bylaws as exhibits to the registrtion statement of which this prospetus
form a par Whenever paricular provisions of the Aricles or the Bylaws are referred to, those provisions ar incorprated as par of
the statements made in ths prospectus and those statements are qualifed in their entity by that reference.
Dividend Rights
Mter full provision for all Preferred Stock dividends declared or in ars, the holders of Common Stock ar entitled to reeive
such dividends as may be lawfully declard from time to time by Avista's Boar of Diectors.
Votig Rights
The holders of the Common Stock have sole voting power, except as indicated below or as otherwse provided by law. Badl
holder of Common Stock is entitled to one vote per share.
In an uncontested election of directors, each vote may be cast ''for'' or "against" one or more candidates, or a sharholder may
"abstain" with repect to one or more candidates. A candidate is elected to the Boa of Directors if the number of votes cast "for"
such candidate exceeds the number of votes cast "against" such canidate; and "abstentions" ar not counted as votes ''for" or
"against". If an incumbent diector does not receive a majorty of votes cast, he or she would continue to serve a term that would
termnate on the date that is the earliest of (a) the date of the commencement of the term of a new dictor selected by the board to fill
the office held by such director, (b) the effective date of the resignation of such diector and (c) the date of the next Anual Meeting
of Shareholders. In a contested elecion - that is, an election in which the number of candidates exceeds the tota number of diors
to be electe - shareholders would be allowed to vote ''for" one or more cadidates (not to exceed the number of directors to be
elected) or "withold" votes with respect to one or more candidates. The cadas electe would be those receiving the larges
number of votes (up to th number of directors to be eleced). Sharholders are not allowed to cumulate their votes in any electon
(whether or not contested).
Under the Aricles, whenever and as often as, at any date, dividends payable on any shars of Preferred Stock shall be in arar
in an amunt equal to the aggrgate amount of dividends accumulated on such shars of Preferred Stock over the eighten (18) month
perod ende on such date, the holders of the Preferrd Stock, voting separately and as a single class, are entitled to elect a majorty of
th Board of Dirors, and the holders of the Common Stock, votig separately and as a single class, will be entitled to elect the
remainig diectors. Such voting rights of the holders of the Preferred Stock cease when all defaults in the payment of dividends on
the Prfered Stock have ben curd.
ll-3
AVISTA CORPORATION
FORMS-8
RR Donnelle ProFile
1111111111111111111 llllliUllWJIIIll1 1111111111
t1-Jan-2OZ 15:l! EST 28162 114 5*
HTMESS DC
Page 1 of 1
In addition, the consent of varous proportons of the Preferred Stock at the time outstadig is requir to adopt any amndent
to the Arcles which would authorie any new class of stock rang prior to or on a party with the Prferrd Stock as to certn
matters, to increas the authorized number of shares of the Preferred Stock, to change any of the rights or prefereces of outstang
Preferr Stock or to issue additional shares of Preferr Stock unless an earngs test is satisfied.
Board of Dirtors
Both th Aricles and the Bylaws provide that, commencing with the 2012 Annua Meetig of Shareholders, al ditors wil be
elected at each anual meeting for a term that wil expire at the next succeeding anual meetig. Vacancies occurng in the Boar of
Diretors may be filled by the Board. Directors may be removed only for cause and only if the number of votes cast by holders ofCommon Stock for removal of a diector exceeds the number of votes cast agaist such removal.
The A vista Arcles and A vista Bylaws fuer require an affirative vote of the holders of at least 80% of the outstading
shars of Common Stock to alter, amend or repeal the provisions relating to the classification of the Board of Directors and the
removal of members from, and the fillng of vacancies on, the Board of Directors.
"Fair Prce" Prvision
The Arcles contain a "fair price" provision which requires the affrmative vote of the holders of at least 80% of the outstadig
shares of Common Stock for the consummation of certn business combinations, including mergers, consolidations, recapitazations,
certn dispositions of assets, certain issuances of securties, liquidations and dissolutions involving Avista and a person or entity who
is or, under certn circumstances, was, a beneficial owner of 10% or more of the outstanng shars of Common Stock (an
"Interested Shareholder") unless
such business combination shal have been approved by a majority of the directors unaffliated with the Interested
Shareholder, or
certn minimum price and procedura reqirments ar met. The Arcles provide that the "fai price" provision may be
altered, amended or repealed only by the afrmative vote of the holders of at leat 80% of the outstadig shar of
Common Stock.
Statutory Limitation on "Signifcat Business Tranctons"
General
The Washington BCA contas provisions that limit our ability to engage in "signifcant business trsactions" with an
"acquirg person", each as defied below. We have no right to waive the applicabilty of these provisions.
II-4
AVISTA CORPORATION
FORM S-8
RR Donnelley ProFile ~¡RliRFRSOl WCRptrend
.POR
iiiiiiiiiiiiiiiiiiiiiiiiiwiillllllllllllllll~
t7-Jan.2O2 13:0 EST 28162 II 5 5*
HTMESS DC
Page 1 of 1
Significant Business Transactins Within Five Year of Share Acquisitin Time
Subject to certn exceptions, for five years after an "acquing person's" "shar acquisition time", A vista may not engage in any
"significant business transaction" with such "acquirng peon" uness
before such "share acquisition time", a majority of the Board of Directors approves either:
· such "significant business transaction"; or
the purchase of shares made by such "acquiring person"; or
at or subsequent to such "share acquisition tie", such "signficant business transaction" has been approved by
a majority of the Board of Directors
· the holders of 2/3 of the outstadig shares of Commou Stok (except shars beneficially owned by or under the
voting control of the "acquing person").
Significant Business Transactns More Than Five Year After Share Acquistion Time
Avista may not engage in certin "significat business trsactions" (includig mergers, share exchanges and consolidations)
with any "acquiring person" unless:
the transaction complies with certn "fair price" provisions speifed in the statute; or
no earlier than five year after the "acquing persn's" "share acquisition time", the "signicant business trsaction" is
approved at an anual or special meeting of sharholders (in which the "acquirng person's" shares may not be counted in
determining whether the "signifcant business trsaction" has been approved).
Definitons
As used in ths section:
"Signifcant business transaction" means any of varous spefied transactions involving an "acquing person", including:
a merger, share exchange, or consolidation of A vista or any of its subsidiares with an "acquirng person" or its afliate;
· a sale, lease, transfer Or other disposition to an "acquiring person" or its affiiate of assets of Avista or any of its
subsidiares having an aggregate market value equal to 5% or more of all of the assets determned on a consolidate basis,
or all the outstading shares of Avista, or representing 5% or more of its earing power or net income determed on a
consolidated basis;
termnation, at any time over the five-yea period following the "shar acquisition time", of 5% or more of the employees
of Avista as a result of the "acquirng person's" acquisition of 10% or more of the shares of Avista; and
ll-5
AVISTA CORPORATION
FORM S-8
RR Donnelle ProFile
11111" III 11111111111111_111 111111111111 11111
t1-Jan-2012 13:l EST 284162 II 6 5*
HTMESS DC
Page 1 0 1
th issuance or redemption by Avista or any of its subsidiaries of shares (or of options, warts, or rights to acquie
shares) of A vista or any of its subsidiares to or beneficially owned by an "acquirng person" or its afliate except pursuant
to an offer, dividend distrbution or redemption paid or made pro rata to all shareholders (or holders of options, warants or
rights).
"Acquiring person" means, with certn exceptions, a person (or grup of persons) other than A vista or its subsidiares who
beneficially owns 10% or more of the outstanding Common Stock of A vista
"Share acquisition time" means the time at which a person first beomes an "acquirng peon" of Avista.
Anti-Takeover Efec
The provisions of the Aricles and the Bylaws described above under "Fair Prce' Provision", together with the provisions of the
Washington BCA descnbed above under "Statutory Limitations on 'Signifcant Business Trasactions"', considered either
individually or in the aggregate, may have an "anti-taeovet' effect. These provisions could discourge a futur takeover attpt
which is not approved by Avista's Board of Directors but which individual sharholders might deem to be in their best interests or in
which sharholders would receive a premiwn for their shars over curnt market pri'ces. As a result, shareholders who might desire to
parcipate in such a transaction might not have an opportnity to do so.
Liquidation Rights
hi the event of any liquidation or dissolution of A vista, afer satisfacton of the preferential liquidation rights of the PreferredStock, the holders of Common Stock would be entitled to share ratably in all assets of A vista available for distrbution to
sharholders.
Pre-Emptive Rights
No holder of COmmon Stock has any pre-emptive rights.
Miscellaneous
The presently outstading shares of Common Stock ar fully paid and non-assessable. Upon issuance as contemplated by ths
prospetus and the applicable prospetus supplement, additional shares of Common Stock wil be fully paid and nonassessable. The
holders of such shars of Common Stock ar not and wil not be subject to liability for furer calls or asSessment by, or for liabilties
of, Avista.
The outstanding shars of Common Stock are listed on the New York Stock Exchange. Any new shares of Common Stock wil
also be listed on that Exchange subject to official notice of issuance.
The Trasfer Agent and Registr for the Common Stock is The Bank of New York Mellon, 480 Washington Boulevard, Jersey
City, New Jersey 07310.
II-6
AVISTA CORPORATION
FORMS-8
RR Donnelle ProFile WCRPRFROI10.9.13
11111111111111110 IIII~ IJlillllllllRlllIll1
17-Jan.2O2 13:0 EST 28162 II 7 gi
HTMESS DC
Page 1 of 1
Item 5. Interests of Named Exprt and Counsel.
A. Interests of Named Expers
Not applicable.
B. Interests of Named Counsel
Interests in the Registrant of Maran M. Dukin, Es. ar disclosed in the Registrant's Proxy Statement filed under Section 14 of
the Exchange Act and incorprated herein by reference.
Item 6. Indemncation of Directors and Ofcers.
Arcle Seventh of Avista's Restated Arcles of Incorpration (the "Arcles") provides, in par, as follows:
"The Coiporation shall, to the full extent permitted by applicable law, as from time to time in effect, indemnfy any peron
made a pary to, or otherwse involved in, any procedng by reson of the fact that he or she is or was a Director of the
Corpration against judgments, penalties, fines, settlements and reasonable expenses actually incured by him or her in
connetion with any such proeeding. The Corpration shall pay any reasonable expenses incured by a Dirctor in connection
with any such proceedng in advance of the final determination thereof upon receipt from such Director of such undrtakngs for
repayment as may be required by applicable law and a wrtten affination by such Diretor that he or she has met th sta of
conduct necessar for indemnfication, but without any pnor detemñnation, which would otherwise be required by Washington
law, that such standard of conduct has been met. The Coiporation may enter into agreements with each Director obligating the
Coiporation to make such indemnification and advances of expenses as ar contemplated herein. Notwithstang the foregoing,
the Corpration shall not make any indemnification or advance, which is prohibited by applicable law. The nghts to indemnity
and advancement of expenses grted herein shall continue as to any person who has ceased to be a Director and shall inur to
the benefit of the heirs, executors and admiistrators of such a person."
Avista has entered into indemnification agreements with each diector as contemplated in Arcle Seventh of the Arcles.
Reference is made to Revised Code of Washigton 23B.08.5 10, which sets fort the extent to which indemnfication is
peittd under the laws of the State of Washington.
Arcle IX of AvistaCoiporation's Bylaws contas an indenification provision similar to that contaned in the Arcles and, in
addition, provides in par as follows:
"Section 2. Liabilty Insurance. The Corpration shall have the power to purchase and mainta insurance on behalf of any
person who is or was a diector, offcer, employee, or agent of the Corpration or is or was serving at the request of the
Corpration as a director, officer, employee or agent of anther corpration, parership, joint ventue, trt, othr enteipnse, or
employee beefit
II-7
AVISTA CORPORATION
FORMS-8
RR Donnelle ProFile ~o~Wu-MWE-xNWCRhelddDdc
POR
iii 1IiIIiIIiIIIIIIImlll!lWl~J 1IIIIftli niiiii~
t7-Jan.2012 13:16 EST 284162 II 8 8*
HTMESS DC
Page 1 of 1
plan agaist any liabilty asserted agaist him and incured by him in any such capacity or arsing out of his status as such,
whether or not the Corpration would have the power to indemnif him against such liabilty under the laws of the State of
Washingtn."
Insurnce is maintaed on a regular basis (and not specifically in connection with ths offering) against liabilties arsing on the
par of directors and offcers out of their pedormance in such capacities or arsing on the par of the Registrant out of its foregoing
indemnfication provisions, subject to cert exclusions and to the policy limits.
ItemS,Exhbits.
Reference is made to the Exhbit Index on page II-12 hereof.
II-8
AVISTA CORPORATION
FORM S-8
RR Donnelle ProFile ~J.:~~u-MWE-xNWCRhelddDdc
POR
11111111111~I11111 I 1IIIIJllII II 1 III ~1I11~ 1111
17-Jan-2O2 13:16 EST 284162 II 9 8*
HTMESS DC
Page 1 of 1
Item 9. Undertkings.
(a) The undersigned registrant hereby undertes:
(1) To fie, durg any period in which offers or sales are being made, a post-effective amendment to this registrtion
statement:
(i) To include any prospectus requir by section IO(a)(3) of the Securties Act of 1933;
(ii) To reflect in the prospetus any facts or events arsing after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundaental change in the information
set fort in the registrtion statement. Notwithtanding the foregoing, any increse or decrease in volume of securities offered (if the
tota dollar value of securties offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maimum offering range may be reflecte in the form of prospectus fied with the Commssion pursuant to Rule 424(b) if,
in the agggate, the changes in volum and price represent no mOre than a 20 % change in the maximum aggregate offering price set
fort in the "Calculation of Registration Fee" table in the effective registration statement;
(iü) To include any material information with respect to the plan of distrbution not previously disclosed in the registrtion
statement or any material change to such information in the registration statement;
Provided, however, Tht paragrphs (a)(l)(i) and (a)(l)(ii) do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contaned in report fied with or fuished to the Securties and Exchange Commssion
by the registrant pursuant to section 13 or section 15(d) of the Securties Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purse of detemlning any liabilty under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registrtion statement relating to the securties offered therein, and the offering of such securties at that
time shal be deemed to be the initial bona fide offering thereof.
(3) To remove from registrtion by means of a post-effective amendment any of the securities being registered which
remain unsold at the temlnation of the offering.
(b) The undersigned registrant hereby underes that, for puroses of detemlning any liabilty under the Securties Act of 1933,
each fiing of the registrant's anual report pursuant to section 13(a) or section 15(d) of the Securties Exchange Act of 1934 that is
incorprated by reference in the registrtion staement shall be deemed to be a new registrtion statement relatig to the secuties
offered therein, and the offering of such securties at that time shall be deemed to be the initial bonafide offering threof.
(c) Insofar as indemnfication for liabilties arsing under the Securities Act of 1933 may be permitted to diectors, offcers and
controlling persons of the registrt puruant to the foregoing provisions, or otherwise, the registrant has ben advsed tht in the
opinion of the Securties and Exchange Commssion such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event tht a claim for indemnification against
ll-9
IIIIIIIIIIRIIIIIIIIIIIWIlIIIIII 111111111111
t7-Jan.201213:16 EST 28162 1110 9*
HTMESS OC
Page 1 of 1
such liabilities (other than the payment by the registrt of expenses incurd or paid by a director, offcer or controlling person of the
registrt in the successful defense of any action, suit or proceeding) is asserted against the registrant by such diector, offcer or
controlling person in connection with the securties being registered, the registrant wil, unless in the opinon of its counsel the matte
has been settled by controlling precedent, submit to a cour of appropriate jursdiction the question whether such indemnifcation by it
is against public policy as expressed in the Act and wil be governed by the final adjudication of such issue.
AVISTA CORPORATION
FORMS-8
RR Donnelley ProFile lo~~~tJMWE-NWCRhelddDdc
.POR
ll-lO
AVISTA CORPORATION
FORM S-8
RR Donnelle ProFile
III 111111111111111 11111lllU!11111 11111111111111
t1-Jan-2012 15:0 EST 284162 1111 10*
HTMESS DC
Page 1 of2
POWER OF ATlORNY
Each director and/or officer of the Registrant whose signatu appes below hereby appoints each of Scott L. Morrs, Mark T.
Thies and each Agent for Service named in ths registrtion statement, severally, as his or her atorney-in-fact to sign in his or her
name and behalf, in any and all capacities indicated below, and to fie with the Securties and Exchange Commssion, any and all
amendments, includig post-effective amendments, to ths registration statement.
SIGNATUS
Puuant to the requirements of th Securties Act of 1933, the registrant cerfies that it has reasonable grounds to believe tht it
meets all of the requirements for filing on Form S-8 and has duly caused ths registration statement to be signed on its behal by the
undersigned, thereunto duly authonzed, in the City of Spokae and State of Washigton, on the day of Januar 17th, 2012.
A VISTA CORPRA nON
By lsi Mark T. Thes
Mark T. Thies
Senior Vice Prsident and
Chef Financial Otcer
Pursuant to the requirements of the Securties Act of i 933, ths registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature
lsI Scott L. Morrs
Scott L. Morrs
Chaian of the Board, Prsident
and Chef Executive Offcer
Title
Prncipal Executive Offcer
!!
Januar 17,2012
IslMarkT. Thies
Mark T. Thies
Senior Vice President and Chief
Financial Officer
Senior Vice Prsident and
Chef Financial Offcer
Januar 17,2012
lsI Chsty M. Bureister-Smith
Christy M. Bureister-Smith
Vice President, Controller and
Prcipal Accountig Offcer
Vice President, Controller
and Prncipal Accounting Officer
Januar 17,2012
lsI Erk J. Anderson
Erk J. Anderson
Director Januar 17,2012
lsi Krstiane Blake
Krstianne Blake
Diector Januar 17,2012
lsi Donald C. Burke
Donald C. Burke
Diector Januar 17,2012
lsi Rick R. Holley
Rick R. Holley
Director Januar 17,2012
lsi John F. Kelly
John F. Kelly
Diector Januar 17,2012
AVISTA CORPORATION
FORMS-8
RR Oonnelley ProFile fc~109 WCRsarucDpa
.POR
lsi Rebecca A. Klein
Rebecca A. Klein
lsi Michael L. Noël
Michael L. Noël
lsi Mar F. Racicot
Marc F. Racicot
lsi Heidi B. Stanley
Heidi B. Stanley
lsi R. John Taylor
R. John Taylor
11-11
1111~i1111111116 IIII~ 11WUV.J.~IUI~IIIIIIIIII~
t7.Jan-2O2 15:0 EST 28162 1111 10*
HTMESS DC
Page 2 of2
Director Januar 11,2012
Director Januar 17,2012
Director Januar 17,2012
Director Januar 17,2012
Diector Januar 17,2012
AVISTA CORPORATION
FORMS-8
RR Donnelley ProFile ~i.~~~U-MWE-XNWCRhilamDdc
.POR
5(a)
5(b)
15
23(a)
23(b)
23(c)
24
4(a)*
EXHIT INDEX
1IIII1II1ßllllllllimIIUl~Illlllllllll IIIßIIIIII
t7.Jan-2O2 13:13 EST 28162 1112 2*
HTMESS DC
Page 1 of 1
Restated Arcles of Incorporation, as amended May 23, 2011 (fied as Exhibit 3(i) to Form 10-Q for the quarer ended
June 30, 2011).
Bylaws, as amended August 12,2011 (filed as Exhibit 3.2 to Form 8-K dated August 18,2011).
Avista Corpration Long-Term Incentive Plan, as amended, fied as Appendix A to the Defmitive Proxy Statement on
Schedule 14A of Avista Corporation fied on March 31, 2010, which appedix is incorprated herein by reference.
Opinon and Consent of Maran M. Durkin, Esq.
Opinion and Consent of Dewey & LeBoeufLLP.
Letter re: Unaudited Inter Financial1normation
Consent of Maran M. Dun, Esq. (contaned in Exhibit 5(a)).
Consent of Dewey & LeBoeufLLP (contained in Exhibit 5(b)).
Consent of Deloitte & Touche LLP.
Power of Attorney (included on page ll-1 I).
4(b)*
4(c)*
* Incorporated herein by reference.
ll-12
AVISTA CORPORATION
FORMS-8
RR DonneUe Profile
III 1111111111111111 lllllllin~J1IIIIIIII Ull~
t7.Jan.2012 12:10 EST 284162 EX5 A 1 2*
HTMESS DC
Page 1 of 1
Exhbit 5(a)
(Letterhead of Maran Durnl
Janua 17,2012
A vista Corpration
1411 East Mission Avenue
Spokane, W A 99202
Ladies and Gentlemen:
I am a Senior Vice President and the Genera Counsel & Chief Compliance Offcer of A vista Coiporation, a Washington corporation
(the "Company"), and am acting as counsel to the Company in connection with the filing by the Company of a registrtion statement
on Form S-8 (the "Registration Stateent' under the Securties Act of 1933, as amended (the "Act"), relating to th registtion of
1,00,00 shares (the "Offered Shares") of the Company's Common Stock, no par value (the "Common Stock"), to be offered an
delivered under the Company's Long-Term Incentive Plan (the "Plan").
I have examed (1) the Registrtion Statement, (2) the Company's Restaed Arcles of Incorporation, as amended, and By-Laws,
(3) a Cerficate of ExistencelAuthonzation with respect to the Company issued by the Secreta of State of the State of Washigton,
(4) the orders of the Washington Utilities and Transporttion Commssion (the "WUC"), the Idao Public Utilities Commssion (the
"IPUC') and the Public Utility Commission of Oregon (the "OPUC") with respec to the issuance by the Company of the new sharof Common Stock under the Plan, as well as the exemptive orde of the Public Service Commission of the State of Montana
disclainnng jursdiction over the issuance of securties and the cretion of liens by the Company and (5) varous coiporate records and
other documents relating to the authonzation of the delivery by the Company of shares of Common Stock and the receipt of aduate
consideration upon the delivery thereof. I have also examned such other documents and satisfied myself as to such othr matters as
we have deemed necessar in order to deliver this letter.
On the basis of the foregoing, and subject to the qualifications hereinafter expressed, I am of the opinion that, when the Offered
Shares that constitute authonzed but previously unissued shares of Common Stock have been issued and delivered as contemplated in
the Registration Statement, such Offered Shares wil be legally issued, fully paid and non-assessable.
I am a member of the Bar of the State of Washington, and the opinons exprese above are linnted to the laws of that state, th sttes
of Idaho, Montaa and Oregon and the federal laws of the United States. To the extent that the opinions expressed above relate to or
are dependent
AVISTA CORPORATION
FORM S-8
RR Donnelle ProFile ~ff.~~u-MwE-XNWCRhilamDdc
POR
1111I"IIIIIIIIIIIIIIIIIIU~JlIIIIIIIIIIIIIIIIIII
t1-Jan.2012 12: EST 284162 EX5 A 2 3*
HTMESS DC
Page 1 of 1
A vista Corporation
Januar 17,2012
Page 2
upon matters governed by the law of the States of Idao, Montaa or Oregon, I have relied upon advice rendered to me by other
counsel to the Company adntt to practce in such State whom I consider competent. In addition, to the extent that the opinions
expressed above relate to or ar depedent upon matters governed by the federa secunties laws, the Federal Power Act, as amended,
or the Public Utility Holding Company Act of 2005, I have relied upon the opinions expresed in the letter of even date herewith of
Dewey & LeBoeufLLP, counsel to the Company, which is being fied as Exbit 5(b) to the Registration Statement, and my opinons
are subject to the same assumptions, limitations and qualifcations with respect to such mattrs as are set fort in such letter of Dewey
& LeBoeuf LLP.
Dewey & LeBoeuf LLP is hereby authorized to rely upon th opinions expressed in this lettr as to all mattrs governed by the law of
the States of Washington, Idao, Montaa or Oregon.
I hereby consent to the filing of ths letter as Exhbit 5(a) to the Registration Statement and to the references to me, as counsel, in the
Registration Statement. In giving the foregoing consent, I do not admit that I am withn the category of persons whose consent is
required under Section 7 of the Act or the rues and regulations promulgated thereunder.
Very trly yours,
lsI Maran M. Durkin
Maran M. Durkin
Senior Vice President, General Counsel
& Chef Compliance Ofcer
AVISTA CORPORATION
FORMS-8
RR Donnelle ProFile
~i1111111111111111110 lillllllIlllIlllll 0
t7.Jan-2012 13:04 EST 28162 EX5 B 1 6*
g- HTMESS DC
Page 1 of 1
Exhibit 5(b)
DEWEY & LEBoEUF
Dewey & LeBoeuf LLP
1301 Avenue of the Amercas
New York, NY 10019-60
T [phone]
F + 1 212259-6333
Janua 17,2012
A vista Corporation
141 I East Mission Avenue
Spokane, W A 99202
Ladies and Gentlemen:
We ar acting as counsel to Avista Corpration, a Washington corpration (the "Company"), in connection with the filing by the
Company of a registration statement on Form S-8 (the "Registrtion Statement') under the Secunties Act of 1933, as amended (the
"Act"), relating to the registration of 1 ,00,00 shars (the "Offere Shars") of the Company's Common Stock, no pa value (the
"Common Stock"), to be offered and delivere under the Company's Long-Ter Incentive Plan (the "Plan").
We have examined (1) the Regstration Statement, (2) the Company's Restated Arcles of Incorpration, as amended, an By-Laws,
(3) a Certficate of Existence/Authorization with respect to the Company issued by the Secreta of State of the State of Washigton,
(4) the orders of th Washington Utilities and Trasporttion Commssion (the "WUC"), the Idao Public Utilities Commssion (the
"IPUC") and the Public Utility Commission of Oregon (the "OPUC") with respect to the issuance by the Company of the new shar
of Common Stock under the Plan, as well as the exemptive order of the Public Service Commission of the State of Montana
disclaiming junsdiction over the issuance of securities and the creation of liens by the Company and (5) varous corporate reords and
other documnts relating to the authorization of the delivery by the Company of shares of Common Stock and the receipt of adeqte
considertion upo the delivery theref. We have also examined such other documents and satisfied ourslves as to such othr matters
as we have deemed necessar in order to deliver this letter.
On the basis of the foregoing, and subject to the qualifications hereinafter expressed, we ar of the opinion that, when the Ofered
Shares that constitute authorized but previously unissued shares of Common Stock have ben issued and delivere as contemplated in
the Registrtion Statement, such Offered Shars will be legally issued, fully paid and non-assessable.
Dewey & LeBoeuf LLP is a New York limited liabilty parnership.
NEW YORK I LoNDON i WASHINGTON, DC i ABu DHAI I ALANY I ALMATY I BEIJING I BOSTON I BRUSSELS
CHCAGO I DoHA i DUBAI I FRANFUT I HONG KONG I HOUSTON I JOHANNESBURG (PTY) LTD. i Los ANGELS
MADRID I MI I Moscow I PARIS I RiY ADH AFUATED OFFCE I ROME I SAN FRANCISCO I SILICON VALLE I WARSAW
AVISTA CORPORATION
FORM S-8
RR Donnelle ProFile
1IIIIIIIIIIIIIIIIIIIIIIIIlilWlJIIII niiiiii III III
t1-Jan.2012 15:0 EST 28162 EX5 B 2 4*
HTMESS DC
Page 1 of 1
A vista Corpration
Januar 17,2012
Page 2
The opinions expressed above are limite to the laws of the States of New York, Washingtn, Idao, Montana and Orgon and the
federal laws of the United States. To the extent that the opinons expresse above relate to or are dependent upon matters governed by
th law of the States of Washington, Idao, Montaa, or Oregon, we have relied upn the opinions expressed in the lettr of even date
herewith of Maran M. Durkin, Esq., Senior Vice President, General Comisel and Chef Compliance Officer of the Company, which
is being fied as Exhibit 5(a) to the Registration Statement, and our opinions are subject to the same assumptions, limitations and
qualifcations with respect to such matters as ar set forth in such lettr.
Maran M. Du, Esq., is authoried to rely upon the opinions expressed in this letter as to all matters governed by the federa
securties laws, the Federal Power Act, as amended, or the Public Utiity Holdig Company Act of 2005.
We hereby consent to the filing of this letter as Exhibit 5(b) to the Registration Statement and to the references to our finn, as comisel,
in the Registration Statement. In giving the foregoing conset, we do not admt that we are with the category of persons whose
consent is required mider Section 7 of the Act or the rules and regulations promulgated thereunder.
Very trly yours,
LSI Dewey & LeBoeuf LLP
AVISTA CORPORATION
FORM 8-8
RR Donnelle ProFile
III 1111111111111111 1l1111liRWllll 11111111111111111
t1.Jan-2012 12:23 EST 28162 EX151 'l
HTMESS DC
Page 1 of 1
Exhibit 15
Janua 17,2012
Avista Corpration
Spokane, Washington
We have reviewed, in accordance with the stadads of the Public Company Accounting Oversight Board (United States), the
unaudited interim financial information of Avista Corpration and subsidiares for the thee-month periods ended Marh 31, 2011 an
2010, and have issued our report dated May 6, 2011, and for the thee- and six-month periods ended June 30, 2011 and 2010, and
have issued our report dated August 5, 2011, and for the thee- and nine-month periods ended September 30,2011 and 2010, an have
issued our reported dated November 4,2011. As indicated in such reports, beause we did not pedorm an audit, we expressed no
opinion on that inormation.
We ar awar that our reports referred to above, which were included in your Quarrly Report on Form 1O-Q for the quarrs ended
Marh 31,2011, June 30, 2011, and September 30, 2011, are being incorporated by reference in this Regist~tion Statement
We ar also aware that the aforementioned reports, pursuant to Rule 436(c) under the Securties Act of 1933, ar not considered a par
of the Registrtion Statement prepar or certfied by an accountat or a report prepared or certified by an accountant withn the
meang of Sections 7 and 11 of that Act.
lsi Deloitte & Touche LLP
Seatte, Washington
AVISTA CORPORATION
FORM S-8
RR Donnelle ProFile
1111111111111111111 11111 IJJIIIIII 11111111 mi
t1-Jan.2O2 12: EST 28162 EX C 1 2*
HTMESS DC
Page 1 of 1
Exibit 23(e)
CONSENT OF INEPENENT REGISTERE PUBUC ACCOUNG FIRM
We consent to the incorpration by reference in this Registration Statement on Form S-8 of our reports dated Februar 25, 2011,
relating to the consolidated financial statements of Avista Corporation and subsidiares (which report expresses an unqualfied
opinion and includes an explanatory paragraph related to the adoption of accounting guidane for varable interest entities), and the
effectiveness of Avista Corporation's internal control over financial reportng, appearng in the Annual Report on Form 10-K of
Avista Corpration for the year ended December 31,2010, and to the reference to us under the headng "Experts" in the Registrtion
Stateent.
lsi Deloitte & Touche LLP
Seatte, Washington
Januar 17, 2012