0001193125-12-425783.txt : 20121017 0001193125-12-425783.hdr.sgml : 20121017 20121017142703 ACCESSION NUMBER: 0001193125-12-425783 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121005 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121017 DATE AS OF CHANGE: 20121017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMOUNTAIN COMMUNITY BANCORP CENTRAL INDEX KEY: 0001284506 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 820499463 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50667 FILM NUMBER: 121148161 BUSINESS ADDRESS: STREET 1: PO BOX 967 CITY: SANDPOINT STATE: ID ZIP: 83864 BUSINESS PHONE: 206-263-0505 MAIL ADDRESS: STREET 1: PO BOX 967 CITY: SANDPOINT STATE: ID ZIP: 83864 8-K/A 1 d425556d8ka.htm FORM 8-K/A FORM 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):        

October 5, 2012

 

 

INTERMOUNTAIN COMMUNITY BANCORP

(Exact name of registrant as specified in its charter)

 

 

Idaho

(State or other jurisdiction

of incorporation)

 

000-50667   82-0499463

(Commission

File Number)

  

IRS Employer

Identification No.

414 Church Street

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):

 

¨ 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 of (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c))

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year End

This Form 8-K/A is being filed to correct Exhibit 3.1 filed as an exhibit to the Form 8-K filed on October 10, 2012 which contained a typographical numerical error. In that regard, Articles of Correction to the Articles of Amendment were subsequently filed with the Idaho Secretary of State to correct the filed Articles of Amendment. A copy of the Articles of Correction, as filed with the Idaho Secretary of State is attached as Exhibit 3.2 and is incorporated by reference.

 

Item 9.01. Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

 

Exhibit
No.		    Description
3.2    Articles of Correction to Articles of Amendment

 

2

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: October 16, 2012

 

INTERMOUNTAIN COMMUNITY BANCORP
By:  

/s/ Curt Hecker

  Curt Hecker
  President and Chief Executive Officer

 

3

EX-3.2 2 d425556dex32.htm ARTICLES OF CORRECTION TO ARTICLES OF AMENDMENT ARTICLES OF CORRECTION TO ARTICLES OF AMENDMENT

Exhibit 3.2

FILED EFFECTIVE

2012 October 12 AM 9:17

Secretary of State

State of Idaho

ARTICLES OF CORRECTION

TO

ARTICLES OF AMENDMENT

OF

INTERMOUNTAIN COMMUNITY BANCORP

Pursuant to Section 30-1-124 of the Idaho Business Corporation Act (the “Act”), the undersigned corporation submits for filing the following Articles of Correction for the purpose of correcting the Articles of Amendment of Intermountain Community Bancorp, an Idaho corporation (the “Company”) that was filed in the office of the Idaho Secretary of State on October 5, 2012:

1. The name of this Corporation is Intermountain Community Bancorp.

2. The Articles of Amendment (the “Articles”) filed with the Secretary of State of Idaho on October 5, 2012 (a copy of which is attached hereto) require correction as permitted by Section 30-1-124 of the Act.

3. The Articles submitted for filing were defective due to an inadvertent typographical error stating the number of authorized capital stock of the Company.

4. Article II of the Amended and Restated Articles of Incorporation is corrected to read as follows:

ARTICLE II

Authorized Shares

The total authorized capital stock of the Corporation is Forty One Million (41,000,000) shares, of which Thirty Million (30,000,000) shares shall be voting common stock, with no par value (“Voting Common Stock”), Ten Million (10,000,000) shares shall be non-voting common stock, with no par value (“Non-Voting Common Stock” and, together with the Voting Common Stock, the “Common Stock”), and One Million (1,000,000) shares shall be preferred stock, with no par value.

These Articles of Correction are hereby executed as of this 11th day of October, 2012.

 

INTERMOUNTAIN COMMUNITY

BANCORP, an Idaho Corporation

By:  

/s/ Curt Hecker

  Curt Hecker
  President and Chief Executive Officer

FILED EFFECTIVE

2012 October 5 1:19

Secretary of State

State of Idaho

ARTICLES OF AMENDMENT

OF

INTERMOUNTAIN COMMUNITY BANCORP

Pursuant to Section 30-1-1006 of the Idaho Statutes, the undersigned corporation submits for filing the following Articles of Amendment to its Amended and Restated Articles of Incorporation:

1. The name of this Corporation is Intermountain Community Bancorp.

2. Article II of the Amended and Restated Articles of Incorporation is amended by amending the first paragraph in its entirety as follows:

ARTICLE II

Authorized Shares

The total authorized capital stock of the Corporation is Forty One Million (41,000,000) shares, of which Thirty Million (30,000,000) shares shall be voting common stock, with no par value (“Voting Common Stock”), Ten Million (10,000,000) shares shall be non-voting common stock, with no par value (“Non-Voting Common Stock” and, together with the Voting Common Stock, the “Common Stock”), and One Million (1,000,000) shares shall be preferred stock, with no par value.

3. The amendment was adopted by the Directors of the Corporation on February 29, 2012, and duly approved by the corporation’s shareholders on May 17, 2012, in the manner required by Section 30-1-1003 of the Idaho Business Corporation Act and the corporation’s articles of incorporation.

4. This Article Amendment will be effective as of 5:01 p.m. (Pacific Time) on October 5, 2012.

Executed as of this 3rd day of October, 2012.

 

INTERMOUNTAIN COMMUNITY

BANCORP, an Idaho Corporation

By:  

/s/ Curt Hecker

  Curt Hecker
  President and Chief Executive Officer