8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 2, 2004

INTERMOUNTAIN COMMUNITY BANCORP

(Exact name of registrant as specified in its charter)

Idaho

(State or other jurisdiction of incorporation)

(Commission File Number)
000-50667 (IRS Employer Identification No.)
82-0499463

231 N. Third Avenue
Sandpoint, Idaho 83864
(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (208) 263-0505

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act of (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.01 Completion of Acquisition or Disposition of Assets
	Item 5.02(d) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1

Item 2.01 Completion of Acquisition or Disposition of Assets

On November 2, 2004, Intermountain Community Bancorp (“Intermountain”) completed its pending merger with Snake River Bancorp, Inc. (“Snake River”), and Panhandle State Bank (“Panhandle”), a subsidiary of Intermountain, completed it pending merger with Magic Valley Bank (“Magic Valley”), a subsidiary of Snake River. Magic Valley will operate as a division of Panhandle. The mergers were completed pursuant to a Plan and Agreement of Merger dated as of July 23, 2004 (the “Agreement”). The Agreement provides that each shareholder of Snake River will receive 0.93 shares of Intermountain common stock, and $8.22 in cash for each share of Snake River common stock owned as of the Closing Date. Pursuant to the terms of the Agreement, all outstanding shares of Snake River common stock were cancelled, except for dissenting shares, in exchange for an aggregate of approximately $4,500,000 in cash and 505,000 shares of Intermountain common stock.

Item 5.02(d) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective November 2, 2004, Jim Patrick and Ron Jones were appointed to the board of directors of Intermountain pursuant to the terms of the Agreement. Mr. Patrick was placed in Class 1 (term expiring at Intermountain’s 2005 annual meeting) and Mr. Jones in Class 2 (term expiring at Intermountain’s 2006 annual meeting). Prior to their appointment, Mr. Patrick and Mr. Jones served as directors of Snake River and Magic Valley. Intermountain has not yet determined the committee(s) on which Mr. Patrick and Mr. Jones will serve.

Mr. Patrick and Mr. Jones are members of Perrine LLC, which owns the property in which the main office of Magic Valley is located. Pursuant to terms in the Agreement, the Perrine lease has been amended to grant Intermountain a two-year option to acquire the property for $2.5 million.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

     99.1 Press Release dated November 2, 2004, announcing the closing of the transaction.

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: November 2, 2004

INTERMOUNTAIN COMMUNITY BANCORP
By	/s/ Curt Hecker
	Curt Hecker
	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Press Release

CONTACT:	Curt Hecker	Phil Bratton
	President & Chief Executive Officer	President, Magic Valley Bank
	Intermountain Community Bancorp	A Division of Panhandle State Bank
	(208) 265-3300	(208) 736-5060

For Immediate Release	Attn: Business News
November 2, 2004

INTERMOUNTAIN COMMUNITY BANCORP AND
SNAKE RIVER BANCORP, INC. COMPLETE MERGER

Sandpoint, ID and Twin Falls, ID — (BUSINESS WIRE) — Intermountain Community Bancorp (IMCB) today announced the completion of its merger with Snake River Bancorp, Inc., the parent company of Magic Valley Bank. The shareholders of Snake River approved the merger at a special meeting on November 1, 2004. The transaction closed on November 2, 2004 and becomes effective as of the close of business on that day.

Under the terms of the Agreement and Plan of Merger governing the transaction, Snake River shareholders will receive $8.22 in cash and 0.93 shares of Intermountain stock (plus cash in lieu of fractional shares) for each share of Snake River stock. IMCB expects to issue approximately 504,305 shares of its common stock in the merger. In early November, Intermountain will send a letter to Snake River shareholders with instructions for exchanging their Snake River stock certificates for Intermountain stock certificates.

In an ongoing reflection of the community focus of Intermountain, the Snake River branches will continue to operate under the Magic Valley Bank name after the merger and will retain autonomy and local decision-making. Curt Hecker, Intermountain President and Chief Executive Officer, commented that, “It is critical to the ongoing success of our bank to remain focused and flexible in our local communities and I am very excited about combining Magic Valley Bank and its people-oriented, community culture with Panhandle State Bank.”

Phil Bratton, President of Magic Valley Bank, commented, “The combination with Intermountain allows us to offer higher lending limits and a greater array of financial products while maintaining our highly attentive approach to client service. The transition is greatly enhanced with the addition of two of our board members, Ron Jones and Jim Patrick, to Intermountain’s Board of Directors. We also believe that our partnership with Intermountain will provide our shareholders with the opportunity to benefit financially.”

Intermountain, headquartered in Sandpoint, Idaho, has total assets of approximately $581 million following the merger. Its banking subsidiary, Panhandle State Bank, offers financial services through offices in Sandpoint, Kootenai, Bonners Ferry, Priest River, Coeur d’Alene, Post Falls and Rathdrum in northern Idaho. Intermountain Community Bank, a division of Panhandle State Bank operates branches in southwest Idaho in Weiser, Payette, Nampa and Caldwell, and in

Ontario, Oregon. Magic Valley Bank, a division of Panhandle State Bank after the merger, operates branches in Twin Falls, Gooding and Jerome, Idaho.

For more information on this press release or Intermountain Community Bancorp stock, please contact Curt Hecker or Phil Bratton or visit the company’s websites at www.intermountainbank.com or www.panhandlebank.com. Bulletin Board ticker symbol IMCB.OB.

Forward-Looking Statements

This press release contains certain “forward-looking statements.” The forward-looking statements contained herein are subject to factors, risks and uncertainties that may cause actual results to differ materially from those projected. The following items are among the factors that could cause actual results to differ materially from the forward-looking statements: difficulties in integrating our existing products, services, and operations; our ability to attract and retain customers and employees; general economic conditions; business conditions in the banking industry; world events and their impact on interest rates and customers; the regulatory environment; increased competition with community, regional and national financial institutions; and higher-than expected loan delinquencies. Readers are cautioned not to place undue reliance on these forward-looking statements. Intermountain Community Bancorp and Snake River Bancorp, Inc. do not undertake any obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this release. Readers should carefully review the risk factors described in this and other documents that Intermountain Community Bancorp files from time to time with the SEC.