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Washington
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91-1011792
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification
No.)
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Title
of Securities to be Registered
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Amount
to be Registered (1)
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Proposed
Maximum Offering Price Per Share (2)
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Proposed
Maximum Aggregate Offering Price (2)
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Amount
of Registration Fee
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Common
Stock, no par value, together with associated preferred share purchase
rights, under the Itron, Inc. Amended and Restated 2000 Stock
Incentive Plan
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750,000
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$68.30
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$51,225,000
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$1,572.61
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(1)
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Includes
an indeterminate number of additional shares which may be necessary
to
adjust the number of shares reserved for issuance pursuant to the
plan as
the result of any future stock split, stock dividend or similar adjustment
of the Registrant’s outstanding Common
Stock.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as
amended.
The proposed maximum offering price per share is estimated to be
$68.30
based on the average of the high ($69.30) and low ($67.30) sales
prices of
Itron, Inc.’s Common Stock on May 14, 2007, as reported for such date by
the NASDAQ Global
Select Market.
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a)
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The
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2006, filed on February 23, 2007, which contains audited financial
statements for the most recent fiscal year for which such statements
have
been filed;
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b)
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The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2007, filed on May 8, 2007, which contains unaudited interim financial
statements;
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c)
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The
Registrant’s Current Reports on Form 8-K, filed on February 23, 2007,
February 28, 2007, March 2, 2007 (except for Item 7.01 and related
Item
9.01) and April 24, 2007 (except for Item 7.01 and related Item 9.01);
and
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d)
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The
description of the Registrant’s Common Stock contained in the Registration
Statement on Form 8-A filed on September 18, 1993, and the description
of
the Registrant’s Preferred Share Purchase Rights contained in the
Registration Statement on Form 8-A filed on December 16, 2002, under
Section 12(g) of the Securities Exchange Act of 1934, as amended
(the
“Exchange Act”), including any amendments or reports filed for the purpose
of updating such descriptions.
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•
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acts
or omissions finally adjudged to be intentional misconduct or a knowing
violation of the law;
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•
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conduct
of a director or officer finally adjudged to be an unlawful distribution;
or
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•
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any
transaction with respect to which it was finally adjudged that the
director or officer personally received a benefit in money, property
or
services to which the director or officer was not legally
entitled.
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Exhibit
Number
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Description
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4.1
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Rights
Agreement between Itron, Inc. and Mellon Investor Services LLC, as
Rights
Agent, dated as of December 11, 2002 (filed as Exhibit 4.1 to
the Itron, Inc. Registration of Securities on Form 8-A, filed on
December 16, 2002, File No. 0-22418).
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5.1
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Opinion
of Perkins Coie LLP regarding legality of the Common Stock being
registered.
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23.1
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Consent
of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm.
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23.2
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Consent
of Perkins Coie LLP (included in opinion filed as Exhibit
5.1).
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24.1
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Power
of Attorney (see signature page).
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99.1
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Itron,
Inc. Amended and Restated 2000 Stock Incentive Plan (incorporated
by
reference to Appendix A to the Definitive Proxy Statement on Schedule
14A
filed with the Commission on March 26,
2007).
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A.
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The
undersigned Registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration
Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the “Securities
Act”);
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of this 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 this Registration
Statement; and
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement; provided,
however, that paragraphs A(1)(i) and A(1)(ii) above do not apply if
the information required to be included in a post-effective amendment
by
those paragraphs is contained in periodic reports filed or furnished
to
the Commission by the Registrant pursuant to Section 13 or Section
15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.
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(2)
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That,
for the purpose of determining any liability under the Securities
Act,
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.
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(3)
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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.
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B.
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The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that
is incorporated by reference in this Registration Statement 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.
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C.
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Insofar
as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification
is
against public policy as expressed in the Securities Act 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 and will be governed by the final
adjudication of such issue.
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ITRON,
INC.
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/S/ STEVEN
M. HELMBRECHT
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Steven
M. Helmbrecht
Sr.
Vice President and Chief Financial Officer
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Signature
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Title
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/S/ LEROY
D.
NOSBAUM
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Chairman
of the Board and Chief Executive Officer
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LeRoy
D. Nosbaum
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(Principal Executive Officer) | |
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/S/ STEVEN
M. HELMBRECHT
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Sr.
Vice President and Chief Financial Officer
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Steven
M. Helmbrecht
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(Principal Financial and Accounting Officer) | |
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/S/ MICHAEL
B. BRACY
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Director
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Michael
B. Bracy
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/S/ TED
C. DEMERRITT
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Director
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Ted
C. DeMerritt
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/S/ KIRBY
A. DYESS
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Director
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Kirby
A. Dyess
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/S/
JON
E. ELIASSEN
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Director
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Jon
E. Eliassen
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/S/ CHARLES
H. GAYLORD,
JR.
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Director
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Charles
H. Gaylord, Jr.
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/S/ THOMAS
S. GLANVILLE
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Director
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Thomas
S. Glanville
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/S/ SHARON
L. NELSON
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Director
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Sharon
L. Nelson
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/S/ GARY
E. PRUITT
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Director
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Gary
E. Pruitt
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/S/ GRAHAM
M. WILSON
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Director
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Graham
M. Wilson
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Exhibit
Number
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Description
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4.1
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Rights
Agreement between Itron, Inc. and Mellon Investor Services LLC, as
Rights
Agent, dated as of December 11, 2002 (filed as Exhibit 4.1 to
the Itron, Inc. Registration of Securities on Form 8-A, filed on
December 16, 2002, File No. 0-22418).
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5.1
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Opinion
of Perkins Coie LLP regarding legality of the Common Stock being
registered.
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23.1
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Consent
of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm.
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23.2
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Consent
of Perkins Coie LLP (included in opinion filed as Exhibit
5.1).
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24.1
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Power
of Attorney (see signature page).
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99.1
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Itron,
Inc. Amended and Restated 2000 Stock Incentive Plan (incorporated
by
reference to Appendix A to the Definitive Proxy Statement on Schedule
14A
filed with the Commission on March 26,
2007).
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