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As
filed with the Securities and Exchange Commission on May 20,
2008
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Registration
No. 333-
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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42-1397595
(I.R.S.
Employer
Identification
No.)
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Non-accelerated filer [
] (Do not check if a smaller reporting
company)
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Title
of Securities
to be
Registered
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Amount
to be
Registered(1)(2)
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Proposed
Maximum
Offering
Price
per
Share(2)
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Proposed
Maximum
Aggregate
Offering
Price(1)(2)
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Amount
of Registration Fee(2)
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Common
Stock, $1.00 par value(3)
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250,000
shares
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$15.21
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$3,802,500
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$149.44
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, this registration
statement also registers such indeterminate number of additional shares as
may be issuable under the Plans in connection with stock splits, stock
dividends or similar transactions.
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(2)
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Estimated
pursuant to Rule 457(h) under the Securities Act, solely for the purpose
of calculating the registration fee, based on the closing price for the
registrant’s common stock as reported on the Nasdaq Capital Market on May
19, 2008.
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(3)
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Preferred
stock purchase rights will be distributed without charge with respect to
each share of the registrant’s common
stock.
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(a)
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The
Company’s Annual Report on Form 10-K for the Company’s fiscal year ended
December 31, 2007, filed with the Commission on March 5,
2008;
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(b)
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The
Company’s Current Reports on Form 8-K dated January 24, 2008, April 25,
2008 and May 1, 2008;
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(c)
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All
other reports required to be filed by QCR pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the last fiscal year covered by
the Form 10-K referred to in (a) above;
and
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(c)
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The
description of the Company’s common stock, par value $1.00 per share,
contained in the Company’s Registration Statement on Form 8-A, filed with
the Commission on August 9, 1993 (Commission File No. 0-22208), and all
amendments or reports filed for the purpose of updating such
description.
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(a)
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The
corporation shall indemnify any person who was or is a party or is
threatened to be made party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he or she is or was a director or officer of
the corporation, or is or was serving at the request of the corporation as
a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding
if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was
unlawful.
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(b)
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The corporation
shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys’ fees)
actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery of
the State of Delaware or the court in which action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery of the State of Delaware or such other court shall deem
proper.
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(c)
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To the
extent that any person referred to in paragraphs (a) and (b) of this
Section 7.1 has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to therein or in defense of any
claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by
him or her in connection therewith.
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(d)
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Any
indemnification under paragraphs (a) and (b) of this Section 7.1
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the director or officer is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in
paragraphs (a) and (b) of this Section 7.1. Such
determination shall be made (i) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding or (ii) if such quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
stockholders.
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(e)
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Expenses
(including attorneys’ fees) incurred in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by
the corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the
corporation as provided in this Section 8.1. Such expenses
(including attorneys’ fees) incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
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(f)
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The
indemnification and advancement of expenses provided by or granted
pursuant to this Section 7.1 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office.
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(g)
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The
corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted
against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation
would have the power to indemnify him or her against such liability under
the provisions of this Section 7.1.
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(h)
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For
purposes of this Section 7.1, references to “other enterprises”
shall include employee benefit plans; references to “fines” shall include
any excise taxes assessed on a person with respect to an employee benefit
plan; and references to “serving at the request of the corporation” shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he or she reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner “not opposed to the best interests of the
corporation” as referred to in this
Section 7.1.
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(i)
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The
indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 7.1 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a
person.
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(j)
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Unless
otherwise determined by the board of directors, references in this section
to “the corporation” shall not include in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify
its directors, officers, and employees or agents, so that any person who
is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under this section with respect to the
resulting or surviving corporation as he or she would have with respect to
such constituent corporation if its separate existence had
continued.
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(i)
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to
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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to
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement; and
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(iii)
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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 provisions (i) and (ii) of this undertaking are inapplicable
if the information to be filed thereunder is contained in periodic reports
filed by the Company pursuant to Sections 13 or 15(d) of the Exchange Act
and incorporated by reference into the Registration
Statement.
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QCR
HOLDINGS, INC.
By: /s/ Todd A.
Gipple
Todd A. Gipple
Executive
Vice President, Chief Operating Officer, Chief Financial Officer and
Secretary
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Signature and
Name
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Title
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By: /s/
Douglas M. Hultquist
Douglas M.
Hultquist
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President,
Chief Executive Officer and Director (principal executive
officer)
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By: /s/
Todd A. Gipple
Todd A. Gipple
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Executive
Vice President, Chief Operating Officer, Chief Financial Officer and
Secretary (principal financial and accounting officer)
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By: /s/
James J. Brownson
James J. Brownson
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Chairman
of the Board of Directors
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By: /s/
Michael A. Bauer
Michael A. Bauer
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Vice
Chairman of the Board of Directors
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By: /s/
Larry J. Helling
Larry J. Helling
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Director
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By: /s/
Mark C. Kilmer
Mark C. Kilmer
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Director
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By: /s/
John K. Lawson
John K. Lawson
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Director
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By: /s/
Charles M. Peters
Charles M. Peters
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Director
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By: /s/
Ronald G. Peterson
Ronald G. Pterson
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Director
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By: /s/
John A. Rife
John A. Rife
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Director
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By: /s/
John D. Whitcher
John D. Whitcher
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Director
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By: /s/
Marie Z. Ziegler
Marie Z. Ziegler
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Director
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Exhibit
No.
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Description
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Incorporated
Herein
by
Reference
to
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Filed
Herewith
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4.1
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Certificate
of Incorporation of QCR Holdings, Inc., as amended
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Exhibit
3(i) of QCR Holdings, Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2004
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4.2
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Bylaws
of QCR Holdings, Inc., as amended
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Exhibit
99.1 of QCR Holdings, Inc.’s Current Report on Form 8-K filed with the SEC
on December 20, 2007
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5.1
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Opinion
of Barack Ferrazzano Kirschbaum & Nagelberg LLP
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X
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10.1
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QCR
Holdings, Inc. 2008 Equity Incentive Plan
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Appendix
A to QCR Holdings, Inc.’s Definitive Proxy Statement on Schedule 14A filed
with the SEC on March 25, 2008.
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23.1
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Consent
of McGladrey & Pullen, LLP
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X
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23.2
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Consent
of Barack Ferrazzano Kirschbaum & Nagelberg LLP
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Included
in Exhibit 5.1
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24.1
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Power
of Attorney
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Included
on Signature Page to this Registration
Statement
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