0001284506-12-000039.txt : 20121010 0001284506-12-000039.hdr.sgml : 20121010 20121010104314 ACCESSION NUMBER: 0001284506-12-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121005 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20121010 DATE AS OF CHANGE: 20121010 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50667 FILM NUMBER: 121136779 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 1 a8-kforreversestocksplit10.htm 8-K 8-KforReverseStockSplit10-9-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):

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
On October 5, 2012, Intermountain Community Bancorp (the “Company”) amended its articles of incorporation to reflect a 1-for-10 reverse stock split of the Company’s common and non-voting common stock effective on that date. The stock split was previously announced in a press release on August 31, 2012. A copy of the amendment to the articles of incorporation effecting the reverse stock split, as filed with the Idaho Secretary of State, is attached as Exhibit 3.1 and is incorporated by reference.

Item 9.01. Exhibits.
 
(d)     Exhibits. The following exhibits are being filed herewith:


Exhibit No. Description

3.1     Amendment to Amended and Restated Articles of Incorporation effective October 5,             2012




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 10, 2012


INTERMOUNTAIN COMMUNITY BANCORP



By: /s/ Curt Hecker
Curt Hecker
President and Chief Executive Officer













EX-3.1 2 articlesofamendment-8kvers.htm EXHIBIT 3.1 ArticlesofAmendment-8Kversion10-10-12
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 Million One Hundred Thousand (40,100,000) 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


(As filed with the Idaho Secretary of State on October 5, 2012)