Intermountain Community Bancorp (IMCB) Inactive
Filed: 17 May 12, 12:00am
CONFIDENTIAL
May 17, 2012
Filed on EDGAR2
Mr. Michael R. Clampitt
Senior Attorney
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, DC 20549
| Re: | Intermountain Community Bancorp | |
| Registration Statement on Form S-1 | ||
| Filed March 13, 2012 and amended April 19, 2012 and May 10, 2012 | ||
| File No. 333-180072 |
Dear Mr. Clampitt:
Enclosed please find Intermountain Community Bancorp’s (“Intermountain” or “Company”) response to the comments, questions and requests raised in the comment letter of May 16, 2012. We have provided the requested information and proposed disclosures specified in your letter. For ease of reference, we have repeated your questions with our responses.
General
| 1. | Comment:In your next pre-effective amendment, assuming such amendment is filed after you have received the anticipated shareholder approval, please remove the Explanatory Note at the beginning of the registration statement. |
Response: In response to the Staff’s comment, having received shareholder approval to amend the Company’s articles of incorporation to authorize a new class of non-voting common stock, we have removed the Explanatory Note at the beginning of the registration statement.
Exhibit 5.1
| 2. | Comment: Please revise the legal opinion to remove references to receipt of shareholder approval and shareholder approval having been obtained since the legal opinion cannot be issued until after the shareholder vote has occurred. Please file a revised, signed legal opinion after you have obtained the necessary shareholder approval. |
Response:In response to the Staff’s comment, having received shareholder approval authorizing a new class of non-voting common stock, the legal opinion has been revised to remove the references to receipt of shareholder approval. A revised and signed legal opinion is being filed as an exhibit to the Amendment No. 3 the registration statement.
We trust that the foregoing is responsive to your inquiries and comments and that you will be in a position to clear the Registration Statement to allow Intermountain to file a request for acceleration of effectiveness for Monday, May 21, 2012. Should you have any further questions, please contact our counsel Stephen M. Klein of Graham and Dunn P.C. at 206-340-9648 or me at 509-363-2635.
Sincerely,
/s/ Douglas M. Wright
Douglas M. Wright
Chief Financial Officer
Intermountain Community Bancorp