Post-Effective Amendment No. 1 To Form S-8
 
As filed with the Securities and Exchange Commission on February 7, 2006
Registration No. 333-126577
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Avista Corporation
(Exact name of registrant as specified in its charter)
 
Washington
91-0462470
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
   
1411 East Mission Avenue
Spokane, Washington 99202-2600
(509) 489-0500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Avista Corporation
Long-Term Incentive Plan
(Full title of the plan)
 
M. K. MALQUIST
Senior Vice President, Chief Executive Officer and Treasurer
AVISTA CORPORATION
1411 East Mission Avenue
Spokane, Washington 99202-2600
(509) 489-0500
 
(Name, address and telephone number, including area code, of agent for service)
 
Copy to:
 
Benjamin I. Delancy
Thelen Reid & Priest LLP
701 Eighth Street, NW
Washington, D.C. 20001
(202) 508-4000
 
 
 
EXPLANATORY NOTE
 
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of Avista Corporation (File No. 333-126577), is being filed to include therein Exhibit 5.1, the legal opinion of Heller Ehrman LLP.

Item 8.  Exhibits.
 
Exhibit
Number 
  
Description of Exhibits
 
3.1*
 
-
 
Restated Articles of Incorporation of Avista Corporation as amended November 1, 1999, filed as Exhibit 3(a) to the Annual Report on Form 10-K for the period ended December 31, 2001, which exhibit is incorporated herein by reference.
3.2*
-
Bylaws of Avista Corporation, as amended August 13, 2004, filed as Exhibit 3(b) to the Current Report on Form 8-K dated as of August 13, 2004, which exhibit is incorporated herein by reference.
4.1*
-
Avista Corporation Long-Term Incentive Plan, as amended, filed as Appendix A to the Definitive Proxy Statement on Schedule 14A of Avista Corporation filed on March 31, 2005, which appendix is incorporated herein by reference.
5.1**
-
Opinion of Heller Ehrman LLP
15**
-
Letter from Deloitte & Touche LLP regarding Unaudited Interim Financial Information
23.1**
-
Consent of Deloitte & Touche LLP
23.2**
-
Consent of Heller Ehrman LLP (included in Exhibit 5.1)
24.1*
-
Power of Attorney
 
  * Previously filed.
** Filed herewith.
  
 
2
 
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spokane and State of Washington on this 7th day of February, 2006.
 

   
AVISTA CORPORATION
 
 
 
By:
/s/ Malyn K. Malquist
   
Malyn K. Malquist
Senior Vice President, Chief Financial
Officer & Treasurer
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
 
Signature
Title
 
*
 Gary G. Ely
Chairman of the Board
President and Chief
Executive Officer
 
Principal Executive Officer
 
*
  Malyn K. Malquist
Senior Vice President, Chief
Financial Officer & Treasurer
 
Principal Financial Officer and Accounting Officer
 
*
  Erik J. Anderson
 
Director
 
*
  Kristianne Blake
 
Director
 
 
*
  David A. Clack
 
Director
 
*
 Roy Lewis Eiguren
 
Director
 
 
 
*
 Jack W. Gustavel
 
Director
 
*
 John F. Kelly
 
Director
 
*
Jessie J. Knight, Jr.
 
Director
 
*
 Michael L. Noël
 
Director
 
*
 Lura J. Powell, Ph.D.
 
Director
 
*
R. John Taylor
 
Director
 
 
                        *By:   /s/ Malyn K. Malquist             
        Malyn K. Malquist
        Attorney-in-Fact
 
EXHIBIT INDEX
 
 
Exhibit
Number
Description of Exhibits
 
5.1
 Opinion of Heller Ehrman LLP
15
23.1
23.2
Consent of Heller Ehrman LLP (included in Exhibit 5.1)
 
II-1