As filed with the Securities and Exchange Commission on November 22, 2005 Registration No. 333-122243 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-4 POST EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- GLACIER BANCORP, INC. (Exact name of registrant as specified in its charter) MONTANA 6022 81-0579541 (State or other jurisdiction of (Primary standard industrial (I.R.S. employer incorporation or organization) classification code number) identification no.) 49 COMMONS LOOP, KALISPELL, MONTANA 59901 (406) 756-4200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------- 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) ----------- Copies of communications to: KIMBERLY F. STEPHAN, ESQ. BART E. BARTHOLDT, ESQ. Graham & Dunn P.C. Pier 70, 2801 Alaskan Way, Suite 300 Seattle, Washington 98121 DEREGISTRATION OF UNISSUED SECURITIES The Registration Statement of Glacier Bancorp, Inc. ("Glacier") on Form S-4 declared effective on February 15, 2005, Commission File No. 333-122243 (the "Registration Statement"), provided for the issuance of up to 323,584 shares of Glacier's common stock. These securities were registered for issuance in accordance with the Plan and Agreement of Merger to acquire Citizens Bank Holding Company dated December 15, 2004, (the "Agreement") described in the Registration Statement. Pursuant to the exchange formula in the Agreement and unexercised stock options, 282,750 shares of Glacier's common stock were exchanged, leaving 40,834 shares registered but unissued. No further securities are to be exchanged pursuant to the Agreement. Accordingly, Glacier hereby deregisters 40,834 shares not exchanged pursuant to the Agreement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kalispell, State of Montana, on November 21, 2005. GLACIER BANCORP, INC. (Issuer) By: /s/ Michael J. Blodnick --------------------------------- Michael J. Blodnick President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities indicated on this 21 day of November 2005. SIGNATURE TITLE --------- ----- PRINCIPAL EXECUTIVE OFFICER /s/ Michael J. Blodnick President and Chief ----------------------------------- Executive Officer, Director Michael J. Blodnick PRINCIPAL FINANCIAL OFFICER /s/ James H. Strosahl Executive Vice President and ----------------------------------- Chief Financial Officer James H. Strosahl (Principal Accounting Officer) * A Majority of the Board of Directors John S. MacMillan William L. Bouchee James M. English Jon W. Hippler L. Peter Larson Everit A Sliter *By: /s/ Michael J. Blodnick ------------------------------- Michael J. Blodnick (Attorney-in-Fact and Designated Agent for Service)