pre14a
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. _____)
Filed by
the Registrant þ
Filed by a party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Common Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
INTERMOUNTAIN COMMUNITY BANCORP
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Date Filed: |
Preliminary
Proxy
Intermountain Community Bancorp
414 Church Street
Sandpoint, Idaho 83864
January 26, 2010
To the Shareholders of Intermountain Community Bancorp:
You are cordially invited to a Special Meeting of Shareholders
of Intermountain Community Bancorp to be held on Thursday,
February 25, 2010 at 9:00 a.m. at the Sandpoint
Center, located at 414 Church Street, Sandpoint, Idaho. The
purpose of the meeting is to consider proposed amendments to our
Articles of Incorporation to increase the number of authorized
shares of our common stock, and to effect a reverse stock split
of our common stock at a ratio determined by the board of
directors within a range of between
one-for-two
and
one-for-ten,
with a corresponding reduction in the number of authorized
shares of our common stock. The principal purposes of increasing
the authorized shares of common stock are to ensure that we have
sufficient authorized and unissued shares available to undertake
a potential common stock offering, and to provide additional
authorized and unissued shares for general corporate purposes.
The purpose of the reverse stock split is to increase the market
price of our common stock to enhance our ability to meet the
initial listing requirements of the NASDAQ Capital Market and
make our common stock more attractive to a broader range of
investors.
Your board of directors unanimously believes these are important
steps to give Intermountain the flexibility it needs to continue
navigating through these difficult economic times. We have
initiated a process to identify and evaluate a broad range of
strategic alternatives to further strengthen our capital base
and enhance shareholder value, including capital-raising
transactions. The availability to Intermountain of the full
range of these strategic alternatives will require the
additional authorized shares and the reverse stock split we are
asking shareholders to approve.
Your vote is important. Whether or not you plan to attend the
Special Meeting, we hope that you will vote as soon as possible.
We encourage you to promptly complete and return the enclosed
proxy card or submit your vote via phone or Internet; if you
attend the meeting in person, you may withdraw your proxy and
vote your shares. Failure to return your proxy or failure to
vote will have the same effect as a vote against approval of the
amendments to our Articles of Incorporation to effect the
authorized share increase and the reverse stock split.
Further information regarding voting rights and the business to
be transacted at the Special Meeting is included in the
accompanying proxy statement. This solicitation is being made on
the terms and subject to the conditions set forth in the
accompanying proxy statement, which describes the terms of the
proposed amendments to our Articles of Incorporation.
Your continued interest in and support of Intermountain
Community Bancorp is truly appreciated.
Sincerely,
Curt Hecker
President and Chief Executive Officer
Enclosures
TABLE OF CONTENTS
Preliminary
Proxy
INTERMOUNTAIN
COMMUNITY BANCORP
414 Church Street
Sandpoint, Idaho 83864
(208) 263-0505
Notice of Special Meeting of Shareholders
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TIME
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9:00 a.m. on Thursday, February 25, 2010
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PLACE
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Sandpoint Center, 414 Church Street, Sandpoint, Idaho
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ITEMS OF BUSINESS
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1.
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To approve an amendment to our Articles of Incorporation to
increase the number of authorized shares of our common stock
from 29,040,000 to 300,000,000.
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2.
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To approve an amendment to our Articles of Incorporation to
(i) effect a reverse stock split of our common stock by a
ratio of not less than
one-for-two
and not more than
one-for-ten
at any time prior to April 30, 2011, with the exact ratio
to be set at a whole number within this range as determined by
our board of directors in its sole discretion, and
(ii) reduce the number of authorized shares of our common
stock by the reverse stock split ratio determined by the board
of directors.
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3.
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To approve an adjournment of the Special Meeting of Shareholders
to allow time for further solicitation of proxies in the event
there are insufficient votes present at the meeting, in person
or by proxy, to approve the amendments to our Articles of
Incorporation to effect the authorized share increase and the
reverse stock split.
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To transact any other business that may properly come before the
Special Meeting of Shareholders or any adjournment or
postponement thereof.
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RECORD DATE
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You are entitled to vote at the Special Meeting and at any
adjournments or postponements thereof if you were a shareholder
at the close of business on January 8, 2010.
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VOTING BY PROXY
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Please submit your proxy card as soon as possible so that your
shares can be voted at the Special Meeting in accordance with
your instructions. For specific instructions on voting, please
refer to the instructions on your enclosed proxy card.
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Our board of directors is not aware of any other business to
come before the Special Meeting.
Your vote is important. You can save Intermountain the
expense of a second mailing or other solicitation activities by
voting promptly. Whether or not you plan to
attend the Special Meeting, we urge you to vote and submit your
proxy by the Internet, telephone or mail in order to ensure the
presence of a quorum. Each proposed amendment to our Articles of
Incorporation requires the affirmative vote of at least a
majority of the total votes entitled to be cast at the
Special Meeting. Failure to vote will have the same effect
as a vote against the proposed amendments to the Articles of
Incorporation.
Registered holders may vote:
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By Internet: go to www.voteproxy.com
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By Phone: call toll-free:
1-800-776-9437
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By Mail: mark, sign, date and mail your proxy card
Beneficial Holders: If your shares are held in the
name of a broker, bank or other holder of record, you must
follow the instructions you receive from the holder of record to
vote your shares.
By Order of the Board of Directors,
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Dale Schuman
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Curt Hecker
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Corporate Secretary
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President and Chief Executive Officer
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This proxy statement and the accompanying proxy card are
being distributed on or about
January 26, 2010
Preliminary
Proxy
PROXY
STATEMENT
For Special Meeting of Shareholders
to be held on February 25, 2010
INFORMATION
ABOUT THE MEETING
Why did I
receive these proxy materials?
We are providing this Notice of Special Meeting, proxy statement
and the accompanying proxy card (the proxy
materials) for use in connection with a Special Meeting of
Shareholders of Intermountain Community Bancorp (also referred
to in this Proxy Statement as Intermountain, the
Company, we and us) to be
held on Thursday, February 25, 2010. These proxy materials
are first being mailed to shareholders on or about
January 26, 2010.
What
proposals will be voted on at the Special Meeting?
At the Special Meeting, holders of our common stock will be
asked to consider and act upon the following proposals:
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1.
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Approval of an amendment to our Articles of Incorporation to
increase the number of authorized shares of our common stock
from 29,040,000 to 300,000,000 (the Authorized Share
Increase).
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2.
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Approval of an amendment to our Articles of Incorporation to
(i) effect a reverse stock split of our common stock by a
ratio of not less than
one-for-two
and not more than
one-for-ten
at any time prior to April 30, 2011, with the exact ratio
to be set at a whole number within this range as determined by
our board of directors in its sole discretion, and
(ii) reduce the number of authorized shares of our common
stock by the reverse stock split ratio determined by our board
of directors (the Reverse Stock Split).
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3.
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Approval of an adjournment of the Special Meeting to allow time
for further solicitation of proxies in the event there are
insufficient votes present at the Special Meeting, in person or
by proxy, to approve the amendments to our Articles of
Incorporation to effect the Authorized Share Increase and the
Reverse Stock Split (the Authorization to Adjourn the
Special Meeting).
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Why is
the Authorized Share Increase being proposed?
The economic downturn in our market areas and resulting decline
in real estate values has had a direct and adverse effect on the
financial condition and results of operations of Intermountain
and its wholly owned banking subsidiary, Panhandle State Bank
(the Bank), including reductions in the capital
levels of both the Company and the Bank as a result of elevated
loan charge-offs and increases in the allowance for loan losses.
We have initiated a process to identify and evaluate a broad
range of strategic alternatives to further strengthen our
capital base and enhance shareholder value, including
capital-raising transactions involving public
and/or
private offerings of common stock. We believe the recent
economic downturn underscores the strategic importance of
bolstering capital, both to enhance our ability to continue
working through the ongoing impact of the recession on our loan
portfolio and to position Intermountain to take advantage of
business opportunities as they may arise. Given the current
market price of our common stock, we need additional authorized
shares in order to be able to pursue the full range and extent
of capital-raising opportunities that the board may ultimately
determine to be in the best interests of Intermountain and our
shareholders. In addition, the FDIC and the Federal Reserve
recently completed their regularly scheduled examinations of the
Bank and the Company, respectively. Based on the examinations,
the Bank expects to informally agree with the FDIC and the Idaho
Department of Finance, and the Company expects to informally
agree with the Federal Reserve, to take steps to further
strengthen the Bank and the Company, respectively, including
increasing capital levels. While we have no definitive
agreements for the issuance of the additional shares, we
currently anticipate satisfying this expected agreement to
increase capital levels, in part, by the sale of common stock
through public
and/or
private offerings if such sales can be arranged on terms,
including price, that our board of directors deems reasonable
and in the best interests of shareholders.
1
Why is
the Reverse Stock Split being proposed?
We are proposing the Reverse Stock Split primarily to increase
the market price of our common stock to enhance our ability to
meet the initial listing requirements of the NASDAQ Capital
Market, and also to make our common stock more attractive to a
broader range of investors. Although we have not applied to list
our common stock on the NASDAQ Capital Market or any other stock
exchange, our board of directors has considered taking such
action and believes it is in the Companys and our
shareholders best interests to position the Companys
common stock for possible listing. Among the initial listing
requirements for the NASDAQ Capital Market is a $4.00 per share
minimum bid price. On January 11, 2010, the last reported
sale price of our common stock was $2.60 per share. Reducing the
number of outstanding shares of our common stock should, absent
other factors, increase the per share market price of our common
stock, although we cannot provide any assurance that we will be
able to maintain our minimum bid price over $4.00 per share even
if we implement the Reverse Stock Split.
In addition, we believe the Reverse Stock Split will make our
common stock more attractive to a broader range of investors, as
we have been advised that the current market price of our common
stock may affect its acceptability to certain institutional
investors, professional investors and other members of the
investing public. Many brokerage houses and institutional
investors have internal policies and practices that either
prohibit them from investing in low-priced stocks or tend to
discourage individual brokers from recommending low-priced
stocks to their customers.
How does
the board of directors recommend I vote?
The board of directors unanimously recommends that you vote:
1. FOR the Authorized Share Increase;
2. FOR the Reverse Stock Split; and
3. FOR the Authorization to Adjourn the
Special Meeting.
What vote
is required to approve each of the proposals?
Authorized Share Increase and Reverse Stock Split
Proposals. To approve each of the Authorized
Share Increase and the Reverse Stock Split, we must receive the
affirmative vote FOR the applicable proposal by holders
of at least a majority of the total votes entitled to be cast at
the Special Meeting. Abstentions and broker non-votes (defined
below) will have the same effect as a vote against each of these
proposals.
Authorization to Adjourn the Special Meeting
Proposal. Approval of the Authorization to
Adjourn the Special Meeting requires the affirmative vote of a
majority of the total votes represented and entitled to be cast
at the Special Meeting. Abstentions and broker non-votes will
have no effect on the outcome of this proposal.
How will
my proxy be voted?
Shares represented by properly executed proxies that are
received in time and not revoked will be voted in accordance
with the instructions indicated on the proxies. If no
instructions are indicated, the persons named in the proxy will
vote the shares represented by the proxy FOR the
Authorized Share Increase, FOR the Reverse Stock Split
and FOR the Authorization to Adjourn the Special Meeting.
Can I
revoke my proxy?
Any proxy given by a shareholder may be revoked before its
exercise by (1) giving notice to us in writing,
(2) delivering to us a subsequently dated proxy, or
(3) notifying us at the Special Meeting before the
shareholder vote is taken.
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Who is
soliciting proxies?
Our board of directors is soliciting proxies from the holders of
our common stock, and we will pay the associated costs.
Solicitation may be made by Intermountains and the
Banks directors, officers and employees. In addition, we
may engage an outside proxy solicitation firm to render proxy
solicitation services. If we do, we will pay a fee for such
services. Solicitation may be made through the mail, or by
telephone, facsimile, or personal interview. We also may
reimburse brokerage firms, custodians and other persons
representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners.
Who is
entitled to vote?
Shareholders who owned our common stock as of the close of
business on January 8, 2010 (the Record Date)
are entitled to vote at the Special Meeting. There were
approximately 8,438,554 shares of our common stock issued
and outstanding on the Record Date, and each share of common
stock is entitled to one vote on each matter properly brought
before the Special Meeting. Our outstanding Fixed Rate
Cumulative Perpetual Preferred Stock, Series A, no par
value (the Series A Preferred Stock), is not
entitled to vote at the Special Meeting.
What is
the quorum requirement for the Special Meeting?
The quorum requirement for holding the Special Meeting and
transacting business is a majority of the total votes entitled
to be cast at the Special Meeting. The shares may be present in
person or represented by proxy at the Special Meeting. Both
abstentions and broker non-votes (defined below) are counted as
present for the purpose of determining the presence of a quorum.
Are these
proxy materials available on-line?
This Notice of Special Meeting and proxy statement are available
on our website at www.panhandlebank.com.
What is
the difference between holding shares as a shareholder of record
and as a beneficial owner?
Approximately 55% of Intermountain shareholders hold their
shares through a stockbroker, bank or other nominee rather than
directly in their own names. As summarized below, there are some
differences between shares held of record and those owned
beneficially.
Shareholders of Record. If your shares are
registered directly in your name with Intermountains
transfer agent, American Stock Transfer and Trust, you are
considered, with respect to those shares, the shareholder of
record, and these proxy materials are being sent to you by
Intermountain through American Stock Transfer and Trust. As the
shareholder of record, you have the right to grant your voting
proxy directly to Intermountain or to vote in person at the
Special Meeting. Intermountain has enclosed a proxy card for you
to use. For instructions on voting by telephone or the Internet,
please refer to your proxy card, the Notice of Special Meeting
delivered with this proxy statement and the instructions set
forth below.
Beneficial Ownership/Broker Non-Votes. If your
shares are held in a stock brokerage account or by a bank or
other nominee, you are considered the beneficial owner of shares
held in street name, and these proxy materials are
being forwarded to you by your broker or nominee who is
considered, with respect to those shares, the shareholder of
record. As the beneficial owner, you have the right to direct
your broker how to vote with respect to the shares you
beneficially own. Your broker or nominee has enclosed a voting
instruction card for you to use in directing your broker or
nominee as to how to vote your shares. A broker
non-vote occurs when shares held by a broker for a
beneficial owner are not voted with respect to a particular
proposal because (1) the proposal is not routine and the
broker therefore lacks discretionary authority to vote the
shares, and (2) the beneficial owner does not submit voting
instructions to the broker.
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How do I
vote?
You may vote your shares either in person at the Special Meeting
or by proxy. To vote by proxy, you should mark, date, sign and
mail the enclosed proxy card in the envelope provided. If your
shares are registered in your own name and you attend the
meeting, you may deliver your completed proxy card in person.
Street name shareholders, that is, those
shareholders whose shares are held in the name of and through a
broker or nominee, who wish to vote at the meeting will need to
obtain a proxy form from the institution that holds their shares.
Telephone Voting. You may grant a proxy to
vote your shares by telephone by calling
1-800-776-9437.
Please see the instructions on the enclosed proxy card.
Internet Voting. You may also grant a proxy to
vote your shares by means of the Internet. The Internet voting
procedures below are designed to authenticate your identity, to
allow you to grant a proxy to vote your shares, and to confirm
that your instructions have been recorded properly.
For shares registered in your name. As a
shareholder of record, you may go to www.voteproxy.com to
grant a proxy to vote your shares by means of the Internet. You
will be required to provide our number and the control number,
both of which are contained on your proxy card. You will then be
asked to complete an electronic proxy card. The votes
represented by such proxy will be generated on the computer
screen, and you will be prompted to submit or revise them as
desired.
For shares registered in the name of a broker or
bank. Most beneficial owners, whose stock is held
in street name, receive instructions for
granting proxies from their banks, brokers or other agents,
rather than a proxy card.
A number of brokers and banks are participating in a program
provided through Broadridge Financial Solutions Inc. that offers
the means to grant proxies to vote shares over the telephone and
Internet. If your shares are held in an account with a broker or
bank participating in the Broadridge program, you may grant a
proxy to vote those shares by calling the telephone number or
accessing the website as shown on the instruction form received
from your broker or bank.
General information for all shares voted via the Internet or
by phone. We must receive Internet or telephone
votes by 11:59 p.m. on February 24, 2010. Submitting
your proxy via the Internet or by phone will not affect your
right to vote in person should you decide to attend the Special
Meeting.
PROPOSAL 1:
APPROVAL OF AN AMENDMENT TO OUR ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK
FROM 29,040,000 TO 300,000,000
General
Our board of directors has approved an amendment to our Amended
and Restated Articles of Incorporation (the Articles of
Incorporation) to increase the authorized number of shares
of common stock from 29,040,000 to 300,000,000, subject to
approval of the amendment by shareholders, and is hereby
soliciting shareholder approval for the amendment. No change is
being proposed to the authorized number of shares of our
preferred stock, which will remain at 1,000,000.
Under the existing provisions of our Articles of Incorporation,
the Company currently has authority to issue
29,040,000 shares of common stock, of which approximately
8,438,554 shares were issued and outstanding at the close
of business on the Record Date. There were 27,000 shares of
our Series A Preferred Stock outstanding as of the close of
business on the Record Date.
The proposed increase in the authorized shares of Intermountain
common stock would become effective immediately upon the filing
of articles of amendment to our Articles of Incorporation with
the office of the Secretary of State of Idaho. We expect to file
the amendment promptly upon approval of our shareholders.
4
This proposal would amend the first sentence of Article II
of the Companys Articles of Incorporation to read in its
entirety as follows with respect to total shares authorized and
to increase the total shares of common stock authorized:
The total authorized capital stock of the Corporation is
Three Hundred One Million (301,000,000) shares, of which Three
Hundred Million (300,000,000) shares shall be common stock, with
no par value, and One Million (1,000,000) shares shall be
preferred stock, with no par value.
Reasons
for Proposed Amendment
To provide the Company with greater flexibility to raise capital
in the current economic environment, the proposed amendment
would increase the number of authorized shares of common stock
by 270,960,000 to 300,000,000 shares.
We have initiated a process to identify and evaluate a broad
range of strategic alternatives to further strengthen our
capital base and enhance shareholder value, including
capital-raising transactions involving public
and/or
private offerings of common stock. We believe the recent global
recession underscores the strategic importance of bolstering
capital, both to enhance our ability to continue working through
the ongoing impact of recent economic conditions on our loan
portfolio and to position Intermountain to take advantage of
business opportunities as they may arise. Given the current
market price of our common stock, we need additional authorized
shares in order to be able to pursue the full range and extent
of capital-raising opportunities that the board may ultimately
determine to be in the best interests of Intermountain and our
shareholders. In addition, the FDIC and the Federal Reserve
recently completed their regularly scheduled examinations of the
Bank and the Company, respectively. Based on the examinations,
the Bank expects to informally agree with the FDIC and the Idaho
Department of Finance, and the Company expects to informally
agree with the Federal Reserve, to take steps to further
strengthen the Bank and the Company, respectively, including
increasing capital levels. While we have no definitive
agreements for the issuance of the additional shares, we
currently anticipate satisfying this expected agreement to
increase capital levels, in part, by the sale of common stock
through public
and/or
private offerings if such sales can be arranged on terms,
including price, that our board of directors deems reasonable
and in the best interests of shareholders.
Although the primary purpose of the amendment is to enable
Intermountain to pursue the full range and extent of
capital-raising opportunities that the board may ultimately
determine to be in the best interests of Intermountain and our
shareholders, the amendment also would provide us additional
flexibility by increasing the authorized number of shares of
common stock available for issuance as consideration in possible
acquisitions or FDIC-assisted transactions and, from time to
time, for other general corporate purposes such as the issuance
of stock dividends or stock splits, and the issuance of shares
under future equity incentive plans for our employees and
directors (our most recent equity incentive plans have expired
and have not been replaced with new plans).
Potential
Effects of Proposed Amendment
The additional shares of common stock, when and if issued, would
have the same rights and privileges as the shares of common
stock now issued, including the right to cast one vote per share
and to participate in dividends when and to the extent declared
and paid. Our common stock does not entitle any holder to any
preemptive rights. Any issuance of additional shares of common
stock would increase the number of outstanding shares of common
stock. As a result, existing shareholders would experience
dilution in their percentage ownership, voting power and in
their earnings per share (unless such issuance was pro rata
among all existing shareholders). In addition, depending
upon the price realized in such issuance, existing shareholders
may experience a reduction in their book value per share.
Our board of directors will determine whether, when and on what
terms the issuance of shares of common stock may be warranted in
connection with any future actions. If the amendment is approved
by the shareholders, the shares of common stock would be
available for issuance without further action by our
shareholders, except as may be required by applicable law or
regulation.
5
Although an increase in the authorized shares of common stock
could, under certain circumstances, also be construed as having
an anti-takeover effect (for example, by permitting easier
dilution of the stock ownership of a person seeking to effect a
change in the composition of our board of directors or
contemplating a tender offer or other transaction resulting in
our acquisition by another company), the proposed increase in
authorized shares is not in response to any effort by any person
or group to accumulate shares of our common stock or to obtain
control of Intermountain by any means. In addition, the proposal
is not part of any plan by our board of directors to recommend
or implement a series of anti-takeover measures.
Appraisal
Rights
Under Idaho law and our Articles of Incorporation, holders of
our common stock will not be entitled to appraisal rights with
respect to the Authorized Share Increase.
Outstanding
Common Stock and Shares of Common Stock Available for
Issuance
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As of December 31,
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Upon Effectiveness
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2009
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of Amendment
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Shares of Common Stock Authorized
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29,040,000
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300,000,000
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Shares of Common Stock Outstanding
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8,438,554
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8,438,554
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Shares of Common Stock Reserved for Issuance*
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901,557
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901,557
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Shares of Common Stock Available for Future Issuance
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19,699,889
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290,659,889
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* |
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The number of shares of our common stock reserved for issuance
includes 228,063 shares subject to outstanding stock
options under our Second Amended and Restated 1999 Employee
Stock Option and Restricted Stock Plan, 20,268 shares
subject to outstanding stock options under our Amended and
Restated Director Stock Plan, and 653,226 shares of common
stock subject to a warrant held by the U.S. Treasury in
connection with its purchase of Series A Preferred Stock. |
Required
Vote
The affirmative vote of a majority of the total votes entitled
to be cast at the Special Meeting is required for approval of
the Authorized Share Increase. Approval by our shareholders of
the Authorized Share Increase is not conditioned upon approval
of the Reverse Stock Split, and likewise approval of the Reverse
Stock Split is not conditioned upon approval of the Authorized
Share Increase.
The board of directors recommends that shareholders vote
FOR the Authorized Share Increase.
PROPOSAL 2: APPROVAL OF AN AMENDMENT TO OUR
ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT
OF COMMON STOCK
General
Our board of directors has approved an amendment to our Articles
of Incorporation to effect a reverse stock split, as described
below, subject to approval of the amendment by our shareholders
and further board discretion whether to implement the reverse
split, and is hereby soliciting shareholder approval for the
amendment.
If approved by our shareholders, the Reverse Stock Split would
permit (but not require) our board of directors to effect a
reverse stock split of our common stock at any time prior to
April 30, 2011 by a ratio of not less than
one-for-two
and not more than
one-for-ten,
with the exact ratio to be set at a whole number within this
range as determined by the board of directors in its sole
discretion. We believe that enabling the board of directors to
set the ratio within the stated range will provide us with the
flexibility to implement the Reverse Stock Split in a manner
designed to maximize the anticipated benefits for our
shareholders. In
6
determining a ratio, if any, following the receipt of
shareholder approval, the board of directors may consider, among
other things, factors such as:
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the historical trading price and trading volume of our common
stock;
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the number of shares of our common stock outstanding;
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the then-prevailing trading price and trading volume of our
common stock and the anticipated impact of the Reverse Stock
Split on the trading market for our common stock;
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the anticipated impact of a particular ratio on our ability to
reduce administrative and transactional costs; and
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prevailing general market and economic conditions.
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Depending on the ratio for the Reverse Stock Split determined by
the board of directors, two, three, four, five, six, seven,
eight, nine or ten shares of existing common stock, as
determined by the board of directors, will be combined into one
share of common stock. The number of shares of common stock
issued and outstanding will therefore be reduced, depending upon
the reverse stock split ratio determined by the board of
directors. The amendment to the Articles of Incorporation that
is filed to effect the Reverse Stock Split, if any, will include
only the reverse split ratio determined by the board of
directors to be in the best interests of our shareholders and
all of the other proposed amendments at different ratios will be
abandoned.
If the Reverse Stock Split is effected, we will also
proportionately reduce the number of authorized shares of our
common stock, as described below in Authorized
Shares. Accordingly, we are also proposing to adopt
amendments to our Articles of Incorporation to reduce the total
number of authorized shares of common stock, depending on the
reverse split ratio determined by the board of directors. The
amendment to our Articles of Incorporation that is filed in
connection with the Reverse Stock Split, if any, will include
only the total number of authorized shares of common stock
determined by the board of directors to be in the best interests
of shareholders and all of the other proposed amendments for
different numbers of authorized shares will be abandoned. If the
board of directors abandons the Reverse Stock Split, it will
also abandon the related reduction in the number of authorized
shares.
To avoid the existence of fractional shares of our common stock,
shareholders of record who would otherwise hold fractional
shares as a result of the Reverse Stock Split will be entitled
to receive an additional fraction of a share of common stock to
round up to the next whole share.
The Reverse Stock Split, if approved by our shareholders, would
become effective upon the filing (the Effective
Time) of articles of amendment to our Articles of
Incorporation with the Secretary of State of the State of Idaho.
The exact timing of the filing of the articles of amendment that
will effect the Reverse Stock Split will be determined by the
board of directors based on its evaluation as to when such
action will be the most advantageous to the Company and our
shareholders. In addition, the board of directors reserves the
right, notwithstanding shareholder approval and without further
action by the shareholders, to elect not to proceed with the
Reverse Stock Split if, at any time prior to filing the articles
of amendment, the board of directors, in its sole discretion,
determines that it is no longer in our best interest and the
best interests of our shareholders to proceed with the Reverse
Stock Split. If articles of amendment effecting the Reverse
Stock Split have not been filed with the Secretary of State of
the State of Idaho by April 30, 2011, the board of
directors will abandon the Reverse Stock Split. If the
Authorized Share Increase discussed above in
Proposal 1 - Approval of Amendment to Our Articles of
Incorporation to Increase the Number of Authorized Shares of
Common Stock from 29,040,000 to 300,000,000 is approved by
our shareholders, we expect to file the articles of amendment
effecting the Authorized Share Increase prior to filing articles
of amendment effecting the Reverse Stock Split (and related
share decrease).
This proposal would amend the first paragraph of Article II
of the Articles of Incorporation to read in its entirety as
follows:
The total authorized capital stock of the Corporation is
[ ] Million
( ,000,000) shares, of which
[ ] Million
( ,000,000) shares shall be common
stock, with no par value, and One Million
7
(1,000,000) shares shall be preferred stock, with no par value.
Upon the filing and effectiveness (the Effective
Time) pursuant to the Idaho Business Corporation Act of
these Articles of Amendment, each
[two],[three][four][five][six][seven][eight][nine][ten] shares
of common stock issued and outstanding immediately prior to the
Effective Time shall be combined and changed into one
(1) validly issued, fully paid and non-assessable share of
common stock without any further action by this Company or the
holder thereof, subject to the treatment of fractional share
interests as described below (the Reverse Stock
Split). No certificates representing fractional shares of
common stock shall be issued in connection with the Reverse
Stock Split. Shareholders who otherwise would be entitled to
receive fractional shares of common stock because they hold a
number of shares not evenly divisible by the Reverse Stock Split
ratio will automatically be entitled to receive an additional
fraction of a share of common stock to round up to the next
whole share. Each certificate that immediately prior to the
Effective Time represented shares of common stock (Old
Certificates), shall thereafter represent that number of
shares of common stock into which the shares of common stock
represented by the Old Certificate shall have been
combined.
Reasons
for Proposed Amendment
The board of directors is submitting the Reverse Stock Split to
our shareholders for approval with the primary intent of
increasing the market price of our common stock to enhance our
ability to meet the initial listing requirements of the NASDAQ
Capital Market and make our common stock more attractive to a
broader range of investors. Although we have not applied to list
our common stock on the NASDAQ Capital Market or any other stock
exchange, our board of directors has considered taking such
action and believes it is in the Companys and our
shareholders best interests to position the Companys
common stock for possible listing. Among the initial listing
requirements for the NASDAQ Capital Market is a $4.00 per share
minimum bid price. On January 11, 2010, the last reported
sale price of our common stock was $2.60 per share. As discussed
below, the Reverse Stock Split should have the effect of
increasing the market price of our common stock. In addition to
increasing the market price of our common stock, the Reverse
Stock Split would also reduce certain of our costs, as discussed
below. Accordingly, for these and other reasons discussed below,
we believe that effecting the Reverse Stock Split is in the
Companys and our shareholders best interests.
We believe that the Reverse Stock Split will enhance our ability
to list our common stock on the NASDAQ Capital Market, which
requires, among other items, that the bid price for our common
stock be no less than $4.00 per share. Reducing the number of
outstanding shares of our common stock should, absent other
factors, increase the per share market price of our common
stock, although we cannot provide any assurance that we will be
able to maintain our minimum bid price over $4.00 per share even
if we implement the Reverse Stock Split. Although the board of
directors has determined that it is in the Companys and
our shareholders best interests to position our common
stock for potential listing on the NASDAQ Capital Market or
another stock exchange, the board may ultimately determine not
to apply for any such listing, and there can be no assurance
that any such application, if made, will result in the listing
of our common stock on any such stock exchange.
In addition, we believe the Reverse Stock Split will make our
common stock more attractive to a broader range of investors, as
we have been advised that the current market price of our common
stock may affect its acceptability to certain institutional
investors, professional investors and other members of the
investing public. Many brokerage houses and institutional
investors have internal policies and practices that either
prohibit them from investing in low-priced stocks or tend to
discourage individual brokers from recommending low-priced
stocks to their customers. Furthermore, some of those policies
and practices may function to make the processing of trades in
low-priced stocks economically unattractive to brokers.
Moreover, because brokers commissions on low-priced stocks
generally represent a higher percentage of the stock price than
commissions on higher-priced stocks, the current average price
per share of common stock can result in individual shareholders
paying transaction costs representing a higher percentage of
their total share value than would be the case if the share
price were substantially higher. We believe that the Reverse
Stock Split will make our common stock a more attractive and
cost effective investment for many investors, which we in turn
believe would enhance the liquidity of the holders of our common
stock.
8
Reducing the number of outstanding shares of our common stock
through the Reverse Stock Split is intended, absent other
factors, to increase the per share market price of our common
stock. However, other factors, such as our financial results,
market conditions and the market perception of our business may
adversely affect the market price of our common stock. As a
result, there can be no assurance that the Reverse Stock Split,
if completed, will result in the intended benefits described
above, that the market price of our common stock will increase
following the Reverse Stock Split or that the market price of
our common stock will not decrease in the future. Additionally,
we cannot assure you that the market price per share of our
common stock after a Reverse Stock Split will increase in
proportion to the reduction in the number of shares of our
common stock outstanding before the Reverse Stock Split.
Accordingly, the total market capitalization of our common stock
after the Reverse Stock Split may be lower than the total market
capitalization before the Reverse Stock Split.
In addition to increasing the price of our common stock, we
believe that a Reverse Stock Split will provide us and our
shareholders with other benefits. Currently, the fees that we
pay for custody and clearing services are all based on or
related to the number of shares being held or cleared as
applicable. Reducing the number of shares that are outstanding
and that will be issued in the future may reduce the amount of
fees and tax that we pay to these organizations and agencies, as
well as other organizations and agencies that levy charges based
on the number of shares rather than the value of the shares.
Potential
Effects of Proposed Amendment
If shareholders approve the Reverse Stock Split and the board of
directors determines to effect it, the number of shares of
common stock issued and outstanding will be reduced, depending
upon the reverse stock split ratio determined by the board of
directors. The Reverse Stock Split will affect all holders of
our common stock uniformly and will not affect any
shareholders percentage ownership interest in the Company,
except that as described below in Fractional
Shares, record holders of common stock otherwise entitled
to a fractional share as a result of the Reverse Stock Split
because they hold a number of shares not evenly divisible by the
Reverse Stock Split ratio will automatically be entitled to
receive an additional fraction of a share of common stock to
round up to the next whole share. In addition, the Reverse Stock
Split will not affect any shareholders proportionate
voting power (subject to the treatment of fractional shares).
The Reverse Stock Split may result in some shareholders owning
odd lots of less than 100 shares of common
stock. Odd lot shares may be more difficult to sell, and
brokerage commissions and other costs of transactions in odd
lots are generally somewhat higher than the costs of
transactions in round lots of even multiples of
100 shares.
After the Effective Time, our common stock will have new
Committee on Uniform Securities Identification Procedures
(CUSIP) numbers, which is a number used to identify our equity
securities, and stock certificates with the older CUSIP numbers
will need to be exchanged for stock certificates with the new
CUSIP numbers by following the procedures described below.
After the Effective Time, we will continue to be subject to the
periodic reporting and other requirements of the Securities
Exchange Act of 1934, as amended (the Exchange Act).
Bid and ask prices for our common stock will continue to be
quoted in the Pink Sheets and on the OTC Bulletin Board
under the symbol IMCB.OB, although the OTC
Bulletin Board will add the letter D to the end
of the trading symbol for a period of 20 trading days after the
Effective Time to indicate that a reverse stock split has
occurred.
Beneficial
Holders of Common Stock
Upon the implementation of the Reverse Stock Split, we intend to
treat shares held by shareholders through a bank, broker,
custodian or other nominee in the same manner as registered
shareholders whose shares are registered in their names. Banks,
brokers, custodians or other nominees will be instructed to
effect the Reverse Stock Split for their beneficial holders
holding our common stock in street name. However, these banks,
brokers, custodians or other nominees may have different
procedures than registered shareholders for processing the
Reverse Stock Split. Shareholders who hold shares of our common
stock with a bank, broker,
9
custodian or other nominee and who have any questions in this
regard are encouraged to contact their banks, brokers,
custodians or other nominees.
Registered
Book-Entry Holders of Common Stock
Certain of our registered holders of common stock may hold some
or all of their shares electronically in book-entry form with
the transfer agent. These shareholders do not have stock
certificates evidencing their ownership of the common stock.
They are, however, provided with a statement reflecting the
number of shares registered in their accounts.
Shareholders who hold shares electronically in book-entry form
with the transfer agent will not need to take action (the
exchange will be automatic) to receive shares of post-Reverse
Stock Split common stock.
Holders
of Certificated Shares of Common Stock
Shareholders holding shares of our common stock in certificated
form will be sent a transmittal letter by the transfer agent
after the Effective Time. The letter of transmittal will contain
instructions on how a shareholder should surrender his, her or
its certificate(s) representing shares of our common stock (the
Old Certificates) to the transfer agent in exchange
for certificates representing the appropriate number of shares
of post-Reverse Stock Split common stock (the New
Certificates). No New Certificates will be issued to a
shareholder until such shareholder has surrendered all Old
Certificates, together with a properly completed and executed
letter of transmittal, to the transfer agent. No shareholder
will be required to pay a transfer or other fee to exchange his,
her or its Old Certificates. Shareholders will then receive a
New Certificate(s) representing the number of shares of common
stock to which they are entitled as a result of the Reverse
Stock Split. Until surrendered, we will deem outstanding Old
Certificates held by shareholders to be cancelled and only to
represent the number of shares of post-Reverse Stock Split
common stock to which these shareholders are entitled. Any Old
Certificates submitted for exchange, whether because of a sale,
transfer or other disposition of stock, will automatically be
exchanged for New Certificates. If an Old Certificate has a
restrictive legend on the back of the Old Certificate(s), the
New Certificate will be issued with the same restrictive legends
that are on the back of the Old Certificate(s).
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND
SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO
SO.
Fractional
Shares
We do not currently intend to issue fractional shares in
connection with the Reverse Stock Split. Instead, shareholders
who otherwise would be entitled to receive fractional shares
because they hold a number of shares not evenly divisible by the
Reverse Stock Split ratio will automatically be entitled to
receive an additional fraction of a share of common stock to
round up to the next whole share. For example, if the board of
directors selects a Reverse Stock Split of
one-for-ten,
then a shareholder who currently holds 41 shares on a
pre-split basis would be issued five whole shares on a
post-split basis.
10
Authorized
Shares
If and when the board of directors elects to effect the Reverse
Stock Split, we will also reduce the number of authorized shares
of common stock in proportion to the reverse stock split ratio.
The reduction in the number of authorized shares would be
effected by the filing of the articles of amendment to our
Articles of Incorporation, as discussed above. The table below
shows the number to which authorized shares of common stock will
be reduced resulting from the listed hypothetical reverse stock
split ratios indicated below:
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Number of Authorized Shares of Common Stock Following the
Reverse Stock Split
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If Authorized Share
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If Authorized Share
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Increase is not
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Reverse Stock Split Ratio
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Increase is Approved
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Approved
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1 - for - 2
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150,000,000
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14,520,000
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1 - for - 3
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100,000,000
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9,680,000
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1 - for - 4
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75,000,000
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7,260,000
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1 - for - 5
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60,000,000
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5,808,000
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1 - for - 6
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50,000,000
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4,840,000
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1 - for - 7
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42,857,142
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4,148,571
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1 - for - 8
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37,500,000
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3,630,000
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1 - for - 9
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33,333,333
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3,226,666
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1 - for - 10
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30,000,000
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2,904,000
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The actual number of authorized shares after giving effect to
the Reverse Stock Split, if implemented, will depend on the
reverse stock split ratio that is ultimately determined by the
board of directors and whether the Authorized Share Increase
discussed above in Proposal 1 Approval of
Amendment to Our Articles of Incorporation to Increase the
Number of Authorized Shares of Common Stock from
29,040,000 Shares to 300,000,000 Shares is
approved.
Effect of
the Reverse Stock Split on Outstanding Options, Warrants,
Restricted Stock Awards and Employee Plans
Based upon the reverse stock split ratio determined by the board
of directors, proportionate adjustments are generally required
to be made to the per share exercise price and the number of
shares issuable upon the exercise of all outstanding options or
warrants entitling the holders to purchase shares of common
stock. This would result in approximately the same aggregate
price being required to be paid under such options or warrants
upon exercise, and approximately the same value of shares of
common stock being delivered upon such exercise immediately
following the Reverse Stock Split as was the case immediately
preceding the Reverse Stock Split. In addition, the number of
shares deliverable upon the settlement or vesting of restricted
stock awards will be similarly adjusted. The number of shares
reserved for issuance pursuant to these securities will be
reduced proportionately based upon the reverse stock split ratio
determined by the board of directors.
Accounting
Matters
The proposed amendments to our Articles of Incorporation will
not affect the par value of our common stock per share, which
will remain no par value per share. As a result, as of the
Effective Time, the stated capital attributable to common stock
and the additional paid-in capital account on our balance sheet
will not change due to the Reverse Stock Split. Reported per
share net income or loss will be higher because there will be
fewer shares of common stock outstanding.
Certain
Federal Income Tax Consequences of the Reverse Stock
Split
The following summary describes certain material
U.S. federal income tax consequences of the Reverse Stock
Split to holders of our common stock.
11
Unless otherwise specifically indicated herein, this summary
addresses the tax consequences only to a beneficial owner of our
common stock that is a citizen or individual resident of the
United States, a corporation organized in or under the laws of
the United States or any state thereof or the District of
Columbia or otherwise subject to U.S. federal income
taxation on a net income basis in respect of our common stock (a
U.S. holder). This summary does not address all
of the tax consequences that may be relevant to any particular
investor, including tax considerations that arise from rules of
general application to all taxpayers or to certain classes of
taxpayers or that are generally assumed to be known by
investors. This summary also does not address the tax
consequences to (i) persons that may be subject to special
treatment under U.S. federal income tax law, such as banks,
insurance companies, thrift institutions, regulated investment
companies, real estate investment trusts, tax-exempt
organizations, U.S. expatriates, persons subject to the
alternative minimum tax, traders in securities that elect to
mark to market and dealers in securities or currencies,
(ii) persons that hold our common stock as part of a
position in a straddle or as part of a
hedging, conversion or other integrated
investment transaction for federal income tax purposes, or
(iii) persons that do not hold our common stock as
capital assets (generally, property held for
investment).
This summary is based on the provisions of the Internal Revenue
Code of 1986, as amended (IRC), U.S. Treasury regulations,
administrative rulings and judicial authority, all as in effect
as of December 31, 2009. Subsequent developments in
U.S. federal income tax law, including changes in law or
differing interpretations, which may be applied retroactively,
could have a material effect on the U.S. federal income tax
consequences of the Reverse Stock Split.
EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR
REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN
INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.
If a partnership (or other entity classified as a partnership
for U.S. federal income tax purposes) is the beneficial
owner of our common stock, the U.S. federal income tax
treatment of a partner in the partnership will generally depend
on the status of the partner and the activities of the
partnership. Partnerships that hold our common stock, and
partners in such partnerships, should consult their own tax
advisors regarding the U.S. federal income tax consequences
of the Reverse Stock Split.
U.S.
Holders
The Reverse Stock Split should be treated as a recapitalization
for U.S. federal income tax purposes. Therefore, no gain or
loss will be recognized upon the Reverse Stock Split.
Accordingly, the aggregate tax basis in the common stock
received pursuant to the Reverse Stock Split should equal the
aggregate tax basis in the common stock surrendered, and the
holding period for the common stock received should include the
holding period for the common stock surrendered.
Non-U.S.
Holders
The discussion in this section is addressed to
non-U.S. holders.
A
non-U.S. holder
includes a beneficial owner of our common stock that is a
foreign corporation or who is a non-resident alien individual.
Generally,
non-U.S. holders
will not recognize any gain or loss upon the Reverse Stock Split.
Appraisal
Rights
Under Idaho law and our Articles of Incorporation, holders of
our common stock will not be entitled to appraisal rights with
respect to the Reverse Stock Split.
Required
Consent
The affirmative vote of a majority of the total votes entitled
to be cast at the Special Meeting is required for approval of
the Reverse Stock Split. Approval by our shareholders of the
Reverse Stock Split is not conditioned upon approval of the
Authorized Share Increase, and likewise approval of the
Authorized Share Increase is not conditioned upon approval of
the Reverse Stock Split.
The board of directors recommends that shareholders vote
FOR the Reverse Stock Split.
12
PROPOSAL 3:
AUTHORIZATION TO ADJOURN THE SPECIAL MEETING
If the Special Meeting is convened and a quorum is present, but
there are not sufficient votes to approve the amendments to our
Articles of Incorporation to effect the Authorized Share
Increase and the Reverse Stock Split, we may move to adjourn the
Special Meeting at that time to solicit additional proxies. In
order to allow proxies that we have received by the time of the
Special Meeting to be voted for an adjournment, if necessary, we
have submitted the question of adjournment to our shareholders
as a separate matter for their consideration. If it is necessary
to adjourn the Special Meeting, no notice of the adjourned
meeting is required to be given to shareholders, other than an
announcement at the Special Meeting of the time and place to
which the Special Meeting is adjourned, so long as no new record
date is fixed for the adjourned meeting. At the adjourned
meeting we may transact any business which might have been
transacted at the original meeting. Approval of the
Authorization to Adjourn the Special Meeting requires the
affirmative vote of a majority of the total votes represented
and entitled to be cast at the Special Meeting.
The Board of Directors unanimously recommends that
shareholders vote FOR the Authorization to Adjourn the
Special Meeting.
SPECIAL
CAUTIONARY NOTE REGARDING FORWARD LOOKING
STATEMENTS
From time to time, Intermountain and its senior managers have
made and will make forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such
statements are contained in this Proxy Statement and may be
contained in other documents that Intermountain files with the
Securities and Exchange Commission. Such statements may also be
made by Intermountain and its senior managers in oral or written
presentations to analysts, investors, the media and others.
Forward-looking statements can be identified by the fact that
they do not relate strictly to historical or current facts.
Also, forward-looking statements can generally be identified by
words such as may, could,
should, would, believe,
anticipate, estimate, seek,
expect, intend, plan and
similar expressions.
Forward-looking statements provide our expectations or
predictions of future conditions, events or results. They are
not guarantees of future performance. By their nature,
forward-looking statements are subject to risks and
uncertainties. These statements speak only as of the date they
are made. We do not undertake to update forward-looking
statements to reflect the impact of circumstances or events that
arise after the date the forward-looking statements were made.
There are a number of factors, many of which are beyond our
control, which could cause actual conditions, events or results
to differ significantly from those described in the
forward-looking statements. These factors, some of which are
discussed elsewhere in this report, include:
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inflation and interest rate levels, and market and monetary
fluctuations;
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the risks associated with lending and potential adverse changes
in credit quality;
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changes in market interest rates and spreads, which could
adversely affect our net interest income and profitability;
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increased delinquency rates;
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trade, monetary and fiscal policies and laws, including interest
rate and income tax policies of the federal government;
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applicable laws and regulations and legislative or regulatory
changes;
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the timely development and acceptance of new products and
services of Intermountain;
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the willingness of customers to substitute competitors
products and services for Intermountains products and
services;
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Intermountains success in gaining regulatory approvals,
when required;
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technological and management changes;
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changes in estimates and assumptions used in financial
accounting;
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growth and acquisition strategies;
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the Companys critical accounting policies and the
implementation of such policies;
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lower-than-expected
revenue or cost savings or other issues in connection with
mergers and acquisitions;
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changes in consumer spending, saving and borrowing habits;
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the strength of the United States economy in general and the
strength of the local economies in which Intermountain conducts
its operations;
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declines in real estate values supporting loan
collateral; and
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Intermountains success at managing the risks involved in
the foregoing.
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Additional factors that could cause actual results to differ
materially from those expressed in the forward-looking
statements are discussed in the sections titled
Managements Discussion and Analysis of Financial
Condition and Results of Operations and Risk
Factors in our Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2009 and in our Annual
Report on
Form 10-K
for the year ended December 31, 2008 (the 2008
10-K),
and in the section titled Business in the 2008
10-K.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth information as of the Record
Date, regarding the shares of Intermountain common stock
beneficially owned by (i) each person (other than executive
officers or directors whose stock ownership is listed below),
known by Intermountain to own beneficially more than 5% of
Intermountains common stock, (ii) each director of
Intermountain, (iii) each executive officer of
Intermountain, which includes all executive officers named in
the Summary Compensation Table in our proxy statement for the
2009 annual meeting of shareholders, filed with the Securities
and Exchange Commission (the SEC) on March 20,
2009, and (iv) all directors and executive officers of
Intermountain as a group.
We have determined beneficial ownership in accordance with the
rules of the SEC. Except as noted below, to our knowledge, each
holder has sole voting and investment power with respect to
shares of Intermountain common stock listed as owned by such
person or entity. The number of shares beneficially owned is
based on the shares of our common stock outstanding on the
Record Date. Share figures in the table below have been adjusted
for all stock splits and stock dividends to date. Shares of our
common stock subject to stock options that are currently
exercisable or exercisable within 60 days of the Record
Date are deemed to be outstanding and to be beneficially owned
by the person holding the options for the purpose of computing
the percentage ownership of that person, but are not treated as
outstanding for the purpose of computing the percentage
ownership of any other person.
Principal
Shareholders (5% Owners Exclusive of Directors and
Officers)
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Number of Shares of
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Percentage of
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Common Stock
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Outstanding Common
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Name and Address of Beneficial Owner
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Owned(1)
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Stock(1)
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Wray D. Farmin
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454,321
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(2)
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5.4
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%
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11815 Waikiki Rd
Spokane, WA 99218
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James Fenton Company, Inc.
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466,151
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(3)
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5.5
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%
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P. O. Box 505
Dover, ID 83825
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(1) |
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Reflects stock ownership pursuant to shareholders most
current report filed with the SEC. |
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(2) |
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The shares beneficially held by Mr. Farmin are owned by the
Farmin Family LLP, of which Mr. Farmin is the general
partner and has sole voting and dispositive power. |
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(3) |
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The number of shares beneficially held include
20,275 shares held in trust for the minor children of Julie
Meyer, President of James Fenton Company Inc.; 1,089 shares
held by Ms. Meyer and her spouse; and 17,391 shares
held in trust for the minor children of Susan Kubiak, Vice
President of James Fenton Company, Inc. |
14
Directors
and Executive Officers
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Number of
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Shares of
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Percentage of
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Common Stock
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Outstanding
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Name and Position
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Owned(1)(2)
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Common Stock
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John B. Parker, Chairman
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118,445
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(3)
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1.4
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%
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James T. Diehl, Vice Chairman
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195,043
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(4)
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2.3
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%
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Curt Hecker, Director, President and CEO of the Company and
CEO of the Bank
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202,416
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(5)
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2.4
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%
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Charles L. Bauer, Director
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196,751
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(6)
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2.3
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%
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Ford Elsaesser, Director
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104,611
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(7)
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1.2
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%
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Ronald Jones, Director
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30,611
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(8)
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*
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Maggie Y. Lyons, Director
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29,025
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(9)
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*
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Jim Patrick, Director
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44,992
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(10)
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*
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Michael J. Romine, Director
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511,394
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(11)
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6.1
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%
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Jerry Smith, Director, Executive Vice President of the
Company and President of the Bank
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149,259
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(12)
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1.8
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%
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John Nagel, EVP and Chief Credit Officer of the Bank
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63,587
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*
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Douglas Wright, EVP and Chief Financial Officer
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87,481
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(13)
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1.0
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%
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Pamela Rasmussen, EVP and Chief Operating Officer
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20,693
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(14)
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*
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Dale Schuman, SVP, Trust and Wealth Management
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26,503
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(15)
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*
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All directors and executive officers as a group (14 persons)
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1,780,811
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21.1
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%
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(1) |
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Includes shares subject to options that could be exercised
within 60 days of the Record Date as follows:
545 shares each for Mr. Parker and Ms. Lyons;
908 shares for each of Messrs. Diehl, Elsaesser, and
Romine; 16,792 shares for Mr. Hecker;
16,583 shares for Mr. Smith; 6,353 shares for
Messrs. Jones and Patrick; 364 shares for
Mr. Bauer; 43,613 shares for Mr. Nagel;
54,282 shares for Mr. Wright; 1,089 shares for
Ms. Rasmussen; and 149,243 shares for all directors
and executive officers as a group. |
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(2) |
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Includes shares of restricted stock subject to vesting
requirements as follows: 369 shares held by
Messrs. Parker, Diehl, Bauer, Elsaesser, Romine, and
Ms. Lyons; 329 shares held by Messrs. Jones and
Patrick; 6,612 shares held by Mr. Hecker;
5,312 shares held by Mr. Smith; 4,297 shares held
by Mr. Nagel; 5,091 shares held by Mr. Wright;
4,901 shares held by Ms. Rasmussen; 14,512 shares
held by Mr. Schuman; and 43,597 shares for all
directors and executive officers as a group. |
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(3) |
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Includes 54,780 shares held in the Parker Family LLC of
which Mr. Parker is co-manager with his spouse;
3,000 shares held in an IRA for Mr. Parker; and
41,123 shares held jointly with spouse. |
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(4) |
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Includes 9,695 shares held jointly with spouse;
78 shares held by spouse; 283 shares held in an IRA
for spouse; 314 shares held in an IRA for the benefit of
Mr. Diehl; and 170,459 shares held in the Diehl Family
LLC of which Mr. Diehl is a managing member. |
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(5) |
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Includes 161,118 shares held in the Hecker Family Trust;
17,182 shares held in an IRA account for the benefit of
Mr. Hecker; 356 shares held in a custodial account for
son; and 356 shares held jointly with son. |
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(6) |
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Includes 96,428 shares held in the Bauer Family Trust;
53,169 shares held in IRA accounts for the benefit of
Mr. Bauer; and 46,421 shares held in IRA accounts for
the benefit of Mr. Bauers spouse. |
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(7) |
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Includes 2,195 shares held jointly with spouse;
2,944 shares held by Mr. Elsaessers minor
children and daughter; 75,975 shares held in a pension fund
trust for the benefit of Mr. Elsaesser; and shares held in
pension fund trusts of which Mr. Elsaesser is trustee as
follows: 6,055 shares for Joseph Jarzabek;
1,291 shares for Donna La Rue; 356 shares for
Lois LaPointe; 77 shares for Sherylee Foster;
401 shares for Deborah Hillen; and 81 shares for the
benefit of Darla Kuhman. |
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(8) |
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Includes 3,375 shares held jointly with spouse;
7,242 shares held in an IRA account for the benefit of
Mr. Jones spouse; and 8,860 shares held in an
IRA account for the benefit of Mr. Jones. |
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(9) |
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Includes 5,720 shares held jointly with spouse and
1,280 shares held in a profit sharing plan for the benefit
of Ms. Lyons spouse. |
15
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(10) |
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Includes 28,214 shares held jointly with spouse;
280 shares held by spouse; 220 shares held in an IRA
account for the benefit of Mr. Patricks spouse; and
9,363 shares held in IRA accounts for the benefit of
Mr. Patrick. |
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(11) |
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Includes 1,179 shares held in the Romine Educational Trust;
5,461 shares held by Mr. Romines spouse; and
503,203 shares held in the Romine Family LLC. |
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(12) |
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Includes 109,966 shares held in the Smith Family Trust; and
17,398 shares held in IRA accounts for the benefit of
Mr. Smith. |
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(13) |
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Includes 1,298 shares that Mr. Wright holds jointly
with his spouse. |
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(14) |
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Includes 14,703 shares held by Ms. Rasmussen in the
Rasmussen Family Trust. |
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(15) |
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Includes 11,991 shares held jointly by Mr. Schuman and
his spouse. |
SHAREHOLDER
PROPOSALS FOR INCLUSION IN THE PROXY STATEMENT FOR THE 2010
ANNUAL MEETING OF SHAREHOLDERS
In order for a shareholder proposal to be considered for
inclusion in our proxy statement for the 2010 annual meeting of
shareholders, the written proposal must have been received by us
no later than November 20, 2009 and should have contained
such information as required under our bylaws. Such proposals
also must comply with the SECs regulations regarding the
inclusion of shareholder proposals in company-sponsored proxy
materials. No shareholder proposal from the floor will be
considered at the annual meeting. In addition, if we receive
notice of a shareholder proposal after February 3, 2010,
the persons named as proxies in such proxy statement and form of
proxy will have discretionary authority to vote on such
shareholder proposal.
ADDITIONAL
INFORMATION
We are subject to the informational requirements of the Exchange
Act. Accordingly, we file periodic reports, proxy statements and
other information with the SEC. The public may read and copy any
materials we file with the SEC at the SECs Public
Reference Room at 100 F Street, N.E., Washington D.C.
20549 and may obtain information on the operation of the Public
Reference Room by calling the SEC at
1-800-SEC-0330.
The SEC maintains an Internet site, www.sec.gov, through which
all forms filed electronically may be accessed.
In addition, we maintain a corporate website,
www.panhandlebank.com. We make available through our website our
annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K
and any amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after we electronically file such
material with, or furnish it to, the SEC. This reference to our
website is for the convenience of investors as required by the
SEC and shall not be deemed to incorporate any information on
the website into this proxy statement. Any shareholder may
obtain without charge a copy of our 2008
10-K and any
other reports we have filed with the SEC by sending a written
request to Susan Pleasant, Asst. Vice President, Shareholder
Relations, P. O. Box 967, Sandpoint, Idaho 83864.
By Order of the Board of Directors
Curt Hecker
President and Chief Executive Officer
Sandpoint, Idaho
January 26, 2010
16
0 n
INTERMOUNTAIN COMMUNITY BANCORP
Proxy for Special Meeting of Shareholders on February 25, 2010
Solicited on Behalf of the Board of Directors
As an alternative to completing this form, you may enter your vote instruction by telephone
at 1-800-PROXIES, or via the Internet at WWW.VOTEPROXY.COM and follow the simple
instructions. Use the Company Number and Account Number shown on your proxy card.
The undersigned hereby appoints John B. Parker, James T. Diehl and Ron Jones, and
each of them (with full power to act alone), my Proxies, with full power of substitution as
Proxy, and hereby authorizes Messrs. Parker, Diehl and Jones to represent and to vote, as
designated below, all the shares of common stock of Intermountain Community Bancorp
held of record by the undersigned on January 8, 2010, at the Special Meeting of
Shareholders to be held on February 25, 2010, or any adjournment or postponement of such
Special Meeting.
(Continued and to be signed on the reverse side.)
SPECIAL MEETING OF SHAREHOLDERS OF
INTERMOUNTAIN COMMUNITY BANCORP
February 25, 2010
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement, Proxy Card
are available at www.panhandlebank.com
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
â Please detach along perforated line and mail in the envelope provided. â
n 00030300030000000000 2
022510
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
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FOR
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AGAINST
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ABSTAIN |
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1. |
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TO APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION to increase the number of authorized
shares of our common stock from 29,040,000 to 300,000,000. |
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2. |
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TO APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION to (i) effect a reverse stock split of our common
stock by a ratio of not less than one-for-two and not more than one-for-ten at any time prior to April 30, 2011,
with the exact ratio to be set at a whole number within this range as determined by the Board of Directors in its sole
discretion, and (ii) reduce the number of authorized shares of our common stock
by the reverse stock split ratio determined by the Board of Directors. |
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3. |
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TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING OF SHAREHOLDERS. |
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4. |
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WHATEVER OTHER BUSINESS as may properly be brought
before the Special Meeting or any adjournment thereof. |
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YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. IF A VOTE IS NOT
SPECIFIED, THE PROXIES WILL VOTE "FOR" THE PROPOSALS.
Management knows of no other matters that may properly be, or which are likely to be, brought before the Special Meeting. However,
if any other matters are properly presented at the Special Meeting, this Proxy will be voted in accordance with the recommendations of management.
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via this method. |
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Signature
of Shareholder
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Date:
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Signature
of Shareholder
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Date:
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Note: |
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person. |
n
n
SPECIAL MEETING OF SHAREHOLDERS OF
INTERMOUNTAIN COMMUNITY BANCORP
February 25, 2010
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PROXY VOTING INSTRUCTIONS |
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INTERNET - Access www.voteproxy.com and follow the on-screen instructions. Have
your proxy card available when you access the web page, and use the Company Number and Account
Number shown on your proxy card.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or
1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions.
Have your proxy card available when you call and use the Company Number and Account Number shown on
your proxy card.
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as
possible.
IN PERSON - You may vote your shares in person by attending the Special Meeting.
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COMPANY NUMBER
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ACCOUNT NUMBER
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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement, Proxy Card are available at www.panhandlebank.com
â
Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. â
n 00030300030000000000 2
022510
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSALS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
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FOR |
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AGAINST |
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ABSTAIN |
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1. |
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TO APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION to increase the number of authorized shares of our common stock from 29,040,000 to 300,000,000. |
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2. |
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TO APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION to (i) effect a reverse stock split of our common stock
by a ratio of not less than one-for-two and not more than one-for-ten at any time prior to April 30, 2011, with
the exact ratio to be set at a whole number within this range as determined by the Board of Directors in its
sole discretion, and (ii) reduce the number of authorized shares of our common stock by the reverse stock split
ratio determined by the Board of Directors.
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o |
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o |
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3. |
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TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING OF SHAREHOLDERS. |
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4. |
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WHATEVER OTHER BUSINESS as may properly be brought before the Special Meeting or any adjournment thereof. |
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YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. IF A VOTE IS NOT SPECIFIED, THE PROXIES WILL VOTE "FOR" THE PROPOSALS.
Management knows of no other matters that may properly be, or which are likely to be, brought before the Special Meeting. However,
if any other matters are properly presented at the Special Meeting, this Proxy will be voted in accordance with the recommendations of management. |
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To change the address on your account, please check the box at right and indicate your new address in the address space above.
Please note that changes to the registered name(s) on the account may not be submitted via this method. |
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Signature
of Shareholder |
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Date: |
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Signature
of Shareholder |
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Date: |
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Note: |
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each
holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person. |
n
n