As filed with the Securities and Exchange Commission on November 20, 2002
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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QCR HOLDINGS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 42-1397595
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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3551 7th Street, Suite 204
Moline, Illinois 61265
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(Address of principal executive offices)
QCR HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
Todd A. Gipple
Executive Vice President, Chief Financial Officer and Secretary
QCR Holdings, Inc.
3551 7th Street, Suite 204
Moline, Illinois 61265
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(Name and address of agent for service)
(309)-736-3580
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(Telephone number, including area code, of agent for service)
With copies to:
John E. Freechack, Esq.
Lynne D. Mapes-Riordan, Esq.
Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
(312) 984-3100
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) per Share(2) (3) Offering Price(2) Registration
(3) Fee(2) (3)
------------------------------- ---------------------- -------------------- --------------------- ---------------
Common Stock, $1.00 par value 150,000 shares $15.11 $2,266,500 $209.00
=================================================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also registers such indeterminate number of additional shares as
may be issuable under the Plan in connection with share splits, share
dividends or similar transactions. In addition, pursuant to Rule 416(c)
under the Securities Act, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Plan.
(2) It is impractical to state the offering maximum price. The purchase price
for each share of Common Stock offered will be between 85% to 100% of the
fair market value of such share on a future date as described in the Plan.
(3) Estimated pursuant to Rule 457(h) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the
high and low prices for the Registrant's common stock as quoted on Nasdaq
SmallCap Market on November 15, 2002.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participants in the QCR Holdings, Inc. Employee Stock
Purchase Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute (along
with the documents incorporated by reference into the Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by QCR Holdings, Inc.
(the "Company") with the Commission are hereby incorporated by reference into
this Registration Statement:
(a) The Company's Annual Report on Form 10-K filed with the Commission for
the Company's fiscal year ended June 30, 2002 (File No. 000-22208) on
August 28, 2002;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the last fiscal year covered by the Form 10-K
referred to in (a) above; and
(c) 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
(File No. 0-22208), filed with the Commission on August 9, 1993, and
all amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the prospectus
which is a part hereof (the "Prospectus") to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the Delaware General Corporation Law, Articles IX and X of
the Company's Certificate of Incorporation provides as follows:
ARTICLE IX: Each person who is or was a director or officer of the
corporation and each person who serves or served at the request of the
corporation as a director, officer or partner of another enterprise shall
be indemnified by the corporation in accordance with, and to the fullest
extent authorized by, the General Corporation Law of the State of Delaware,
as the same now exists or may be hereafter amended. No amendment to or
repeal of this Article IX shall apply to or have any effect on the rights
of any individual referred to in this Article IX for or with respect to
acts or omissions of such individual occurring prior to such amendment or
repeal.
ARTICLE X: To the fullest extent permitted by the General Corporation Law
of Delaware, as the same now exists or may be hereafter amended, a director
of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director. No amendment to or repeal of this Article X shall apply to or
have any effect on the liability or alleged liability of any director of
the corporation for or with respect to any acts or omissions of such
director occurring prior to the effective date of such amendment or repeal.
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Article VII of the Company's Bylaws further provides as follows:
Section 7.1 DIRECTORS AND OFFICERS. (a) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
(f) 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) 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.
(h) 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.
(i) 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.
(j) 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.
Section 7.2 EMPLOYEES AND AGENTS. The board of directors may, by resolution,
extend the indemnification provisions of the foregoing Section 7.1 to any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that he or
she is or was an employee or agent of the corporation, or is or was serving at
the request of the corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
The Company also carries Directors' and Officers' liability insurance in the
amount of $7.5 million.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement to include: (i)
any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) 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 (iii) 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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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provision, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant of expenses incurred or
paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrants certify that they have reasonable grounds to believe that they meet
all of the requirements of filing on Form S-8 and have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunder duly authorized, in the City of Moline, State of Illinois, on
November 20, 2002.
QCR HOLDINGS, INC.
By: /s/ Douglas M. Hultquist
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Douglas M. Hultquist
President and Chief Executive Officer
By: /s/ Todd A. Gipple
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Todd A. Gipple
Executive Vice President and Chief Financial
Officer
QCR HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN
By: QCR HOLDINGS, INC.
By: /s/ Douglas M. Hultquist
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Douglas M. Hultquist
President and Chief Executive Officer
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POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Douglas M. Hultquist and Todd A. Gipple, and each of
them, his or her true and lawful attorney-in-fact and agent, each with full
power of substitution and re-substitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on November 20, 2002.
Signature Title
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/s/ Douglas M. Hultquist President, Chief Executive Officer and
------------------------------------ Director
Douglas M. Hultquist
/s/ Michael A. Bauer Chairman of the Board and Director
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Michael A. Bauer
/s/ Patrick S. Baird Director
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Patrick S. Baird
/s/ James J. Brownson Director
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James J. Brownson
/s/ Larry J. Helling Director
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Larry J. Helling
/s/ John K. Lawson Director
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John K. Lawson
/s/ Ronald G. Peterson Director
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Ronald G. Peterson
/s/ Henry Royer Director
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Henry Royer
/s/ John W. Schricker Director
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John W. Schricker
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QCR HOLDINGS, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Incorporated
Herein by Filed
Exhibit No. Description Reference to Herewith
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4.1 Certificate of Incorporation, Exhibit number 2.1 to the
as amended, of QCR Holdings, Company's Form 10-Q for the
Inc. fiscal quarter ended
September 30, 2001
4.2 Amendment to the Certificate Exhibit number 3(iii) to
of Incorporation of QCR the Company's Form 10-Q
Holdings, Inc. for the fiscal quarter ended
September 30, 2002
4.3 Bylaws of QCR Holdings, Inc., Exhibit number 3(ii) to
Inc., as amended Company's Form 10-Q for the
fiscal quarter ended
September 30, 2002
5.1 Opinion of Barack Ferrazzano X
Ferrazzano Kirschbaum
Perlman & Nagelberg, LLC
10.1 QCR Holdings, Inc. Employee The Company's proxy
Employee Stock Purchase Plan statement filed on
September 12, 2002 for the
annual meeting held on
October 23, 2002, in which
the Purchase Plan was
included as Appendix A
23.1 Consent of McGladrey & X
Pullen, LLP
23.2 Consent of Barack Ferrazzano Included in
Ferrazzano Kirschbaum Exhibit 5.1
Perlman & Nagelberg, LLC
24.1 Power of Attorney Included on the
Signature Page to
this Registration
Statement
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