sv3asr
As filed
with the Securities and Exchange Commission on November 3,
2008
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Glacier Bancorp, Inc.
(Exact names of registrant as
specified in Its Charter)
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Montana
(State or jurisdiction of
incorporation or organization)
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81-0519541
(I.R.S. Employer
Identification No.)
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49 Commons Loop, Kalispell, Montana 59901
(406) 756-4200
(Address, including zip code,
and telephone number,
including area code, of
registrants principal executive offices)
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Copies of Communications to:
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Michael J. Blodnick
President and Chief Executive Officer
49 Commons Loop
Kalispell, Montana 59901
(406) 756-4200
(Name, address, including
zip code,
and telephone number,
including area code, of agent for service)
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Stephen M. Klein
William E. Bartholdt
Graham & Dunn PC
Pier 70
2801 Alaskan Way, Suite 300
Seattle, Washington 98121
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this Registration Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
check the following
box: o
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) of the Securities Act,
check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated
filer þ
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o
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CALCULATION OF REGISTRATION
FEE
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Proposed Maximum
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Proposed Maximum
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Title of Each Class of
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Amount to be
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Offering Price
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Aggregate Offering
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Amount of
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Securities to be Registered
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Registered(1)(2)
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Per Unit(1)(2)
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Price(1)(2)
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Registration Fee(3)
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Common Stock, $.01 Par Value per Share
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Preferred Stock, $.01 Par Value per Share
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Common Stock Purchase Warrants
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Total
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$250,000,000
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(1)
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Omitted pursuant to
Form S-3
General Instruction II.E.
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(2)
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An indeterminate number of
securities of each identified class is being registered as may
from time to time be offered hereunder at indeterminate prices.
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(3)
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In accordance with
Rules 456(b) and 457(r) under the Securities Act of 1933,
the registrant is deferring payment of all of the registration
fee.
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PROSPECTUS
$250,000,000
Glacier Bancorp, Inc
Common Stock
Preferred Stock
Common Stock Purchase
Warrants
We may offer and sell, from time to time in one or more
offerings, shares of our common stock, $.01 par value per
share, shares of our preferred stock, $.01 par value per
share, and warrants to purchase shares of our common stock.
Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add,
update or change information contained in this prospectus. You
should read both this prospectus and any prospectus supplement
together with the additional information described under the
heading Information Incorporated by Reference before
you make your investment decision. This prospectus may not be
used to sell securities unless accompanied by a prospectus
supplement.
We may sell our securities on a continuous or delayed basis
directly, through agents or underwriters as designated from time
to time, or through a combination of these methods. We reserve
the sole right to accept, and together with any agents, dealers
and underwriters, reserve the right to reject, in whole or in
part, any proposed purchase of our securities. If any agents,
dealers or underwriters are involved in the sale of our
securities, the applicable prospectus supplement will set forth
any applicable commissions or discounts and will describe in
detail the plan of distribution for that offering. For general
information about the distribution of securities offered, please
see Plan of Distribution in this prospectus.
Our net proceeds from the sale of our securities will also be
set forth in the applicable prospectus supplement. Our common
stock is listed on the Nasdaq Global Select Market under the
symbol GBCI.
Investing in our securities involves a high degree of risk.
See Risk Factors on
page B-1
of this prospectus, as well as in supplements to this
prospectus.
SHARES OF OUR COMMON STOCK, PREFERRED STOCK AND COMMON STOCK
PURCHASE WARRANTS ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER
OBLIGATIONS OF ANY OF OUR BANK OR NON-BANK SUBSIDIARIES, AND
THEY ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL
AGENCY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS OR THE ACCOMPANYING
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is November 3, 2008.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, which we
refer to as the SEC, as a well-known seasoned
issuer as defined in Rule 405 under the Securities
Act of 1933, as amended, utilizing a shelf
registration process. Under this shelf registration process, we
may offer and sell the securities described in this prospectus
in one or more offerings. This prospectus only provides you with
a general description of the securities that we may offer. Each
time we offer our securities, we will provide a prospectus
supplement and attach it to this prospectus. The prospectus
supplement will contain specific information about the terms of
the offering. The prospectus supplement may also add, update or
change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with
additional information described below under the heading
Where You Can Find More Information and
Information Incorporated by Reference.
We may in the future add one or more additional classes of
securities to the shelf registration statement of which this
prospectus is a part, by filing a post-effective amendment to
the registration statement as permitted by applicable
regulations promulgated by the SEC.
You should rely only on the information contained or
incorporated by reference in this prospectus and any prospectus
supplement. We have not authorized anyone to provide you with
different information. We are not making offers to sell the
securities in any jurisdiction in which an offer or solicitation
is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it
is unlawful to make an offer or solicitation.
The information in this prospectus is accurate as of the date on
the front cover. You should not assume that the information
contained in this prospectus is accurate as of any other date.
RISK
FACTORS
You should carefully consider the specific risks set forth under
Risk Factors in the applicable prospectus
supplement and under the caption Risk Factors
in any of our filings with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 incorporated by reference into this
prospectus and any accompanying prospectus supplement, before
making an investment decision.
B-1
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any accompanying prospectus supplement,
including information included or incorporated by reference, may
contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to,
statements about our plans, objectives, expectations and
intentions that are not historical facts, and other statements
identified by words such as expects,
anticipates, intends, plans,
believes, should, projects,
seeks, estimates or words of similar
meaning. These forward-looking statements are based on current
beliefs and expectations of management and are inherently
subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our
control. In addition, these forward-looking statements are
subject to assumptions with respect to future business
strategies and decisions that are subject to change. The
following factors, among others, could cause actual results to
differ materially from the anticipated results or other
expectations in the forward-looking statements, including those
set forth in this prospectus, any accompanying prospectus
supplement or the documents incorporated by reference, including
the Risk Factors, Business and
Managements Discussion and Analysis of Financial
Condition and Results of Operations sections of our
reports and other documents filed with the SEC:
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the risks associated with lending and potential adverse changes
in credit quality;
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increased delinquency rates;
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competition from other financial services companies in our
markets;
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the risks presented by a continued economic slowdown, which
could adversely affect credit quality, collateral values,
including real estate collateral, investment values, liquidity
and loan originations;
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legislative or regulatory changes that adversely affect our
business or our ability to complete pending or prospective
future acquisitions;
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demand for banking products and services may decline;
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the risks presented by a continued economic slowdown and the
public stock market volatility, which could adversely affect our
stock value and our ability to raise capital in the
future; and
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our success in managing 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 Risk Factors
above and in our reports filed with the SEC. Please take
into account that forward-looking statements speak only as of
the date of this prospectus or, in the case of any accompanying
prospectus supplement or documents incorporated by reference in
this prospectus, the date of any such document. We do not
undertake any obligation to publicly correct or update any
forward-looking statement if we later become aware that it is
not likely to be achieved.
WHERE YOU
CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and
special reports, proxy information and other information with
the SEC. You may read and copy such material at the Public
Reference Room maintained by the SEC at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for more information on the operation of the Public Reference
Room.
The SEC also maintains an internet world wide web site that
contains reports, proxy statements and other information about
issuers, like us, who file reports electronically with the SEC.
The address of that site is
http://www.sec.gov.
We have filed with the SEC a registration statement on
Form S-3,
which registers the securities that we may offer under this
prospectus. The registration statement, including the exhibits
and schedules thereto, contains additional information about us
and the securities being offered.
B-2
In addition, we maintain a corporate website,
www.glacierbancorp.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 prospectus or any accompanying prospectus
supplement.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference information into
this prospectus. This means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The information incorporated by
reference is considered to be part of this prospectus, except
for any information that is superceded by subsequent
incorporated documents or by information that is included
directly in this prospectus or any prospectus supplement. We
incorporate by reference the documents listed below and any
future filings we make with the SEC after the date of this
prospectus and until the termination of this offering under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act:
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Annual Report on
Form 10-K
for the year ended December 31, 2007, filed
February 29, 2008;
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Quarterly Reports on
Form 10-Q
for the quarter ended March 31, 2008, filed May 12,
2008; and the quarter ended June 30, 2008, filed
August 8, 2008;
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Current Reports on
Form 8-K
filed January 3, 2008; June 26, 2008; June 27,
2008; August 20, 2008; August 29, 2008; and
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The description of our common stock contained in our
Registration Statement on Form 8-B, filed with the SEC on
November 19, 1990 (Registration No. 0-18911), and any
amendment or report filed for the purpose of updating such
description.
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Nothing in this prospectus shall be deemed to incorporate
information furnished but not filed with the SEC pursuant to
Item 2.02 or Item 7.01 of
Form 8-K.
You may obtain any of these incorporated documents from us
without charge, excluding any exhibits to those documents unless
the exhibit is specifically incorporated by reference in such
document. You may obtain documents incorporated by reference in
this prospectus by requesting them from us in writing or by
telephone at the following address:
Glacier
Bancorp, Inc.
49 Commons Loop
Kalispell, Montana 59901
(406) 751-4703
Attention: LeeAnn Wardinsky, Corporate Secretary
ABOUT
GLACIER
Glacier Bancorp, Inc. is a regional multi-bank holding company
headquartered in Kalispell, Montana. We provide commercial
banking services from more than 96 banking offices throughout
Montana, Idaho, Wyoming, Utah and Washington. We offer a wide
range of banking products and services, including transaction
and savings deposits, commercial, consumer and real estate
loans, mortgage origination services, and retail brokerage
services. We serve individuals, small to medium-sized
businesses, community organizations and public entities.
We are the parent holding company of ten wholly owned subsidiary
commercial banks:
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Glacier Bank, located in Kalispell, Montana, founded in 1955;
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First Security Bank of Missoula, Montana, founded in 1973
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Valley Bank of Helena, Montana, founded in 1978;
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B-3
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Big Sky Western Bank, located in Bozeman, Montana, founded in
1990;
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Western Security Bank, located in Billings, Montana, founded in
2001;
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First Bank of Montana, located in Lewistown, Montana, founded in
1924;
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Mountain West Bank, located in Coeur dAlene, Idaho with
two branches in Utah and three branches in Washington, founded
in 1993;
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1st Bank,
located in Evanston, Wyoming, founded in 1989;
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Citizens Community Bank, located in Pocatello, Idaho, founded in
1996; and
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First National Bank of Morgan, Utah, founded in 1903.
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Additionally, on August 19, 2008, we entered into a merger
agreement for the acquisition of Bank of the San Juans
Bancorporation, headquartered in Durango, Colorado, which is
anticipated to close in the fourth quarter of 2008.
As of September 30, 2008, we had total assets of
approximately $5.2 billion, total net loans receivable and
loans held for sale of approximately $3.9 billion, total
deposits of approximately $3.0 billion and approximately
$559.0 million in stockholders equity. Our common
stock is listed on the Nasdaq Global Select Market under the
symbol GBCI.
USE OF
PROCEEDS
We will use the net proceeds from our sale of the securities for
general corporate purposes, which may include repaying
indebtedness, making additions to our working capital, funding
possible future acquisitions, or for any other purpose we
describe in the applicable prospectus supplement. Pending
allocation to specific uses, we intend to invest the proceeds in
short-term interest-bearing investment grade securities.
PLAN OF
DISTRIBUTION
We may sell the securities being offered hereby to one or more
underwriters for public offering and sale by them and may also
sell the securities directly or through agents. We will name any
underwriter or agent involved in the offer and sale of
securities in the applicable prospectus supplement. We have also
reserved the right to sell or exchange securities directly to
investors on our own behalf in those jurisdictions where we are
authorized to do so.
We may distribute the securities from time to time in one or
more transactions (i) at a fixed price; (ii) at market
prices prevailing at the time of sale; (iii) at prices
related to such prevailing market prices, or (iv) at
negotiated prices.
We may also, from time to time, authorize dealers, acting as our
agents, to offer and sell securities upon the terms and
conditions set forth in the applicable prospectus supplement. In
connection with the sale of securities, we, or the purchasers of
securities for whom the underwriters may act as agents, may
compensate the underwriters in the form of underwriting
discounts or commissions. Underwriters may sell the securities
to or through dealers, and those dealers may receive
compensation in the form of discounts or commissions from the
underwriters
and/or
commissions from the purchasers for whom they may act as agent.
Unless otherwise indicated in a prospectus supplement, an agent
will be acting on a best efforts basis and a dealer will
purchase securities as a principal, and may resell the
securities at varying prices to be determined by the dealer.
We will describe in the applicable prospectus summary the
specific plan of distribution, any compensation we pay to
underwriters or agents in connection with the offering of
securities, and any discounts, concessions or commissions
allowed by underwriters to participating dealers. Dealers and
agents participating in the distribution of securities may be
deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on the resale
of securities may be deemed to be underwriting discounts
B-4
and commissions. We may enter into agreements to indemnify
underwriters, dealers and agents against certain civil
liabilities, including liabilities under the Securities Act, and
to reimburse them for certain expenses.
To facilitate the offering of securities, certain persons
participating in the offering may engage in transactions that
stabilize, maintain, or otherwise affect the price of the
securities. This may include over-allotments or short sales of
securities, which involve the sale by persons participating in
the offering of more securities than we sold to them. In these
circumstances, these persons would cover such over-allotments or
short positions by making purchases in the open market or by
exercising their over-allotment option, if any. In addition,
these persons may stabilize or maintain the price of the
securities by bidding for or purchasing securities in the open
market or by imposing penalty bids, whereby selling concessions
allowed to dealers may be reclaimed if securities sold by them
are repurchased in connection with stabilization transactions.
The effect of these transactions may be to stabilize or maintain
the market price of the securities at a level above that which
might otherwise prevail in the open market. These transactions
may be discontinued at any time.
Certain of the underwriters, dealers or agents and their
associates may engage in transactions with or perform services
for us in the ordinary course of their business for which they
receive compensation.
DESCRIPTION
OF SECURITIES
We may offer shares of common stock, shares of preferred stock,
and/or
warrants to purchase our common stock under this prospectus. A
description of the securities, the terms of offering of
securities, the initial offering price, the net proceeds to us
and other material terms of the securities being offered will be
contained in the prospectus supplement and other offering
material relating to such offering. Any such description of the
securities offered will be qualified in its entirety by
reference to our articles of incorporation and bylaws, each of
which is filed as an exhibit to the registration statement of
which this prospectus is a part.
LEGAL
MATTERS
Unless otherwise specified in the applicable prospectus
supplement, the validity of the securities will be passed upon
for us by Christensen, Moore, Cockrell, Cummings &
Axelberg, P.C., and will be passed upon for any agents,
dealers or underwriters by counsel named in the applicable
prospectus supplement.
EXPERTS
The consolidated financial statements of Glacier Bancorp, Inc.
as of December 31, 2007, 2006 and 2005 and for the years
then ended and the effectiveness of internal control over
financial reporting as of December 31, 2007 have been
audited by BKD, LLP, independent registered public accounting
firm, as set forth in their reports thereon and incorporated
into this prospectus by reference to our Annual Report on
Form 10-K
for the year ended December 31, 2007. Such consolidated
financial statements have been incorporated in reliance upon
such reports and upon the authority of said firm as experts in
accounting and auditing.
B-5
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Expenses
of Issuance and Distribution.
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The expenses relating to the registration of the securities will
be borne by the registrant. The following expenses with the
exception of the Securities and Exchange Commission registration
fee are estimates:
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Securities and Exchange Commission Registration Fee
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(1
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Fees and expenses of accountants
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(2
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Fees and expenses of counsel
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(2
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Stock exchange listing fees
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(2
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Printing expenses
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(2
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Printing and engraving fees and expenses
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(2
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Rating agency fees
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(2
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Transfer agent fees
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(2
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Miscellaneous
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(2
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Total
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Deferred in reliance on Rule 456(b) and 457(r). |
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(2) |
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The amount of these expenses is not presently known. |
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Item 15.
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Indemnification
of Directors and Officers
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Sections 35-1-451
through
35-1-459 of
the Montana Business Corporation Act (MBCA) contain
specific provisions relating to indemnification of directors and
officers of Montana corporations. In general, the statute
provides that (i) a corporation must indemnify a director
or officer who is wholly successful in his defense of a
proceeding to which he is a party because of his status as such,
unless limited by the articles of incorporation, and (ii) a
corporation may indemnify a director or officer if he is not
wholly successful in such defense, if it is determined as
provided in the statute that the director meets a certain
standard of conduct, provided that when a director is liable to
the corporation, the corporation may not indemnify him. The
statute also permits a director or officer of a corporation who
is a party to a proceeding to apply to the courts for
indemnification or advance of expenses, unless the articles of
incorporation provide otherwise, and the court may order
indemnification or advancement of expenses under certain
circumstances set forth in the statute. The statute further
provides that a corporation may in its articles of incorporation
or bylaws or by resolution provide indemnification in addition
to that provided by statute, subject to certain conditions set
forth in the statute.
The articles of incorporation of Glacier provide, among other
things, that the personal liability of the directors and
officers of the corporation for monetary damages shall be
eliminated to the fullest extent permitted by the MBCA.
Glaciers bylaws provide that the corporation shall
indemnify its directors and officers to the fullest extent not
prohibited by law, including indemnification for payments in
settlement of actions brought against a director or officer in
the name of the corporation.
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1
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Form of Underwriting Agreement.(1)
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4
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.1
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Amended and Restated Articles of Incorporation.(2)
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4
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.2
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Amended and Restated Bylaws.(3)
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5
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Opinion of Christensen, Moore, Cockrell, Cummings &
Axelberg, P.C. regarding legality of securities.
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.1
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Consent of Christensen, Moore, Cockrell, Cummings &
Axelberg, P.C. (contained in its opinion filed as
Exhibit 5).
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.2
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Consent of BKD, LLP, Glacier Bancorps independent
registered public accounting firm.
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24
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Power of Attorney (included on signature page to the
Registration Statement).
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II-1
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(1) |
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To be filed by amendment or as an exhibit to a report on
Form 8-K
and incorporated by reference herein pursuant to
Regulation S-K,
Item 601(b). |
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(2) |
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Incorporated by reference to Exhibit 3.i included in the
Companys Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2008. |
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(3) |
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Incorporated by reference to Exhibit 3.ii included in the
Companys Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2008. |
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided,
however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above
do not apply if the registration statement is on
Form S-3
and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with
or furnished to the Securities and Exchange Commission by the
registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4. That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser, if the registrant is
relying on Rule 430B:
(i) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(ii) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in
II-2
Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to
which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
5. That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
6. That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrants
annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
7. That:
(i) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as a part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 434(b)(1) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time
it was declared effective.
(ii) For the purposes of determining liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-3
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Kalispell, State of Montana, on October 29, 2008.
GLACIER BANCORP, INC.
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By: /s/ Michael
J. Blodnick
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Michael J. Blodnick
President and Chief Executive Officer
Each person whose individual signature appears below hereby
authorizes and appoints Michael J. Blodnick and Ron J.
Copher, and each of them, with full power of substitution and
full power to act without the other, as his true and lawful
attorney-in-fact and agent to act in his name, place and stead
and to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file any
and all amendments to this Registration Statement, including any
and all post-effective amendments and any subsequent
registration statement for the same offering which may be filed
under Rule 462 under the Securities Act of 1933, as
amended, and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities indicated, on October 29, 2008.
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Signature
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Title
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/s/ Michael
J. Blodnick
Michael
J. Blodnick
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President and Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Ron
J. Copher
Ron
J. Copher
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Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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/s/ Everit
A. Sliter
Everit
A. Sliter
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Chairman of the Board and Director
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/s/ James
M. English
James
M. English
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Director
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/s/ Allen
J. Fetscher
Allen
J. Fetscher
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Director
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/s/ Dallas
I. Herron
Dallas
I. Herron
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Director
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/s/ Jon
W. Hippler
Jon
W. Hippler
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Director
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/s/ Craig
A. Langel
Craig
A. Langel
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Director
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II-5
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Signature
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Title
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/s/ L.
Peter Larson
L.
Peter Larson
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Director
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/s/ Douglas
J. McBride
Douglas
J. McBride
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Director
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/s/ John
W. Murdoch
John
W. Murdoch
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Director
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II-6
EXHIBIT INDEX
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Exhibit
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No.
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Description of Exhibits
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1
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Form of Underwriting Agreement.(1)
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4
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.1
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Amended and Restated Articles of Incorporation.(2)
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4
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.2
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Amended and Restated Bylaws.(3)
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5
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Opinion of Christensen, Moore, Cockrell, Cummings &
Axelberg, P.C. regarding legality of securities.
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23
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.1
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Consent of Christensen, Moore, Cockrell, Cummings &
Axelberg, P.C. (contained in its opinion filed as
Exhibit 5).
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23
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.2
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Consent of BKD, LLP, Glacier Bancorps independent
registered public accounting firm
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24
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Power of Attorney (included on signature page to the
Registration Statement).
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(1) |
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To be filed by amendment or as an exhibit to a report on
Form 8-K
and incorporated by reference herein pursuant to
Regulation S-K,
Item 601(b). |
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(2) |
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Incorporated by reference to Exhibit 3.i included in the
Companys Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2008. |
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(3) |
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Incorporated by reference to Exhibit 3.ii included in the
Companys Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2008. |