~~United~~UNITED ~~States~~STATES SECURITIES AND EXCHANGE COMMISSION

~~Securities~~Washington, ~~And~~D.C. ~~Exchange Commission~~20549

~~Washington,~~FORM ~~DC 20549~~8-K

~~Form~~CURRENT ~~8-K~~REPORT

~~Current~~Pursuant ~~Report~~to Section 13 or 15(d) of The Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported) ~~Act~~July of24, ~~1934~~2012

Date of report (Date of earliest event reported): June 20, 2012
Indiana Community Bancorp
(Exact Name of Registrant as Specified in Its Charter)
Indiana	000-18847	35-1807839
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
501 Washington Street, Columbus, Indiana		47201
(Address of Principal Executive Offices)		(Zip Code)
(812) 522-1592
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)

Indiana Community Bancorp
(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indiana	000-18847	35-1807839
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x 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))

501 Washington Street, Columbus, Indiana	47201
(Address of principal executive offices)	(Zip Code)

~~Item~~Registrant's ~~8.01. Other~~telephone ~~Events~~number, including area code: (812) 522-1592

~~On June 20, 2012, Indiana Community Bancorp~~ N/A (~~the~~Former ~~“Registrant”)~~name ~~issued~~or aformer press release announcing that the S-4 Registration Statement relating to its pending merger (“Merger”) with Old National Bancorp pursuant to its Agreement and Plan of Merger with Old National Bancorp dated January 24address, ~~2012~~if ~~(the~~changed ~~“Merger~~since ~~Agreement”)~~last ~~was declared effective by the Securities and Exchange Commission on June 20, 2012.~~report)

The Registrant also announced a change in the last publicly announced Exchange Ratio relating to consideration to be paid to Registrant’s shareholders in the Merger. As previously announced, under the terms of the Merger Agreement, the Registrant’s shareholders will receive 1.90 shares of Old National Bancorp common stock for each share of Company common stock held by them (the “Exchange Ratio”). As provided in the Merger Agreement, the Exchange Ratio is subject to certain adjustments (calculated prior to closing) under circumstances where the consolidated shareholders’ equity of the Registrant is below a specified amount, the loan delinquencies of the Registrant exceed a specified amount, or the credit mark for certain “Special Loans” of the Registrant (as defined in the Merger Agreement) falls outside a specified range. The Registrant had previously announced that if the Exchange Ratio adjustments had been measured as of March 31, 2012, the Exchange Ratio would have been 1.8241 shares of Old National Bancorp common stock for each share of Indiana Community Bancorp common stock. The Registrant has announced today that if the exchange ratio had been measured on May 31, 2012, including additional changes to the credit mark for Special Loans (as defined in the Merger Agreement) for information (such as appraisals, loan sales and refinancings) through June 18, 2012, the Exchange Ratio would be 1.9 shares of Old National Bancorp common stock for each share of Indiana Community Bancorp common stock. The Exchange Ratio remains subject to possible future adjustments based on changes in the Registrant’s shareholders’ equity, delinquent loan or credit mark levels prior to the closing of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 95.0107. ~~Financial~~ ~~Statements~~Submission ~~and~~of ~~Exhibits~~Matters to a Vote of Security Holders.

On July 24, 2012, Indiana Community Bancorp (the "Corporation") held the Annual Meeting of Shareholders pursuant to due notice. Holders of a total of 3,157,121 shares were present in person or by proxy at the meeting. One director was elected to the following term, by the following votes:

Director

Expiration of Term

Votes For

Withhold Vote

Broker Non-Votes

John M. Miller

The earlier of the Corporation's 2015 annual shareholder meeting or the consummation of the Merger with Old National Bancorp

2,371,172

111,299

674,649

At the Annual Meeting, the Agreement and Plan of Merger between the Corporation and Old National Bancorp dated January 24, 2012, and the Plan of Merger and merger contemplated thereby (the "Merger") received the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
2,476,342	5,555	575	674,649

As a result, the Agreement and Plan of Merger and the related Plan of Merger and Merger received a favorable vote of at least a majority of the Corporation's outstanding shares and was approved by the Corporation's shareholders.

The propositions described below, each having received a vote, in person or by proxy, of more favorable votes than votes cast against the proposition, were declared to be duly adopted by the shareholders of the Corporation.

	For		Against		Abstain		Broker Non-Votes
Approval of compensation payable to the named executive officers of the Corporation in connection with the Merger		2,224,530		186,081		71,860		674,649
Approval and ratification of the appointment of BKD, LLP as auditors for Indiana Community Bancorp for the year ended December 31, 2012		3,025,228		7,237		124,655		0
Approval of compensation paid to executive officers of Indiana Community Bancorp disclosed in the Proxy Statement		2,339,465		67,379		72,627		677,649

Item 8.01. Other Events.

On July 24, 2012, the Corporation issued a press release announcing that, at the annual shareholders' meeting held on that date, its shareholders approved the Merger of the Corporation with and into Old National Bancorp. The press release also noted that the Merger is expected to close in the third quarter of 2012. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. ~~Exhibit No.~~ Description ~~Description~~
99.1 ~~99.1~~ Press Release dated July 24, 2012 ~~Press Release dated June 20, 2012~~

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereto~~hereunto duly authorized.

Date: June 20, 2012	Indiana Community Bancorp
	By:	/s/ Mark T. Gorski
		Mark T. Gorski
		Executive Vice President and Chief Financial Officer

		Indiana Community Bancorp (Registrant)
July 24, 2012 (Date)		/s/ MARK T. GORSKI Mark T. Gorski Executive Vice President and Chief Financial Officer

~~EXHIBIT~~ Exhibit ~~INDEX~~Index

Exhibit No.		Description
99.1		Press Release dated ~~June~~July 2024, 2012

Exhibit No.	~~Exhibit No.~~	Description	~~Description~~
99.1	~~99.1~~	Press Release dated July 24, 2012	~~Press Release dated June 20, 2012~~

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