UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 3, 2006
GLACIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Montana
(State or other jurisdiction of incorporation)
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(Commission File Number)
000-18911
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(IRS Employer Identification No.)
81-0519541 |
49 Commons Loop
Kalispell, Montana 59901
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (406) 756-4200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions (see General Instruction
A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Definitive Material Agreement
As described in its press release, dated August 3, 2006, and in its final prospectus, dated
August 4, 2006 and filed on August 4, 2006 (the “Prospectus”) with the Securities and Exchange
Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Securities
Act”), Glacier Bancorp, Inc. (the “Company”) entered into an underwriting agreement on August 3,
2006 (the “Underwriting Agreement”) with D.A. Davidson & Co. (the “Underwriter”) providing for the
offer and sale in a firm commitment offering of 900,000 shares of the Company’s common stock, par
value $0.01 per share (the “Common Stock”), sold by the Company at a price to the public of $30.50
per share ($29.4325 per share, net of underwriting discounts). Pursuant to the Underwriting
Agreement, the Company has granted to the Underwriter a 30-day option to purchase up to an
additional 100,000 shares of the Company’s Common Stock to cover over-allotments, if any.
In the Underwriting Agreement, the Company has agreed to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities Act, or to contribute to payments
the Underwriter may be required to make because of any of those liabilities.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure
On August 3, 2006, the Company announced that the Company had priced a public offering of
900,000 shares. The Company has also granted the Underwriter a 30-day option to purchase up to an
additional 100,000 shares to cover related over-allotments, if any. A copy of the press release is
furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
In accordance with General Instruction B.2.of Form 8-K, the press release shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such
information and exhibit be deemed incorporated by reference into any filing under the Securities
Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a
filing
Item 9.01 Financial Statements and Other Exhibits
(c) Exhibits
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| Exhibit No. |
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Description |
1.1
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Underwriting Agreement, dated August 3, 2006, between Glacier Bancorp, Inc. and D.A. Davidson
& Co. |
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99.1
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Press Release, issued August 3, 2006. |