SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report December 29, 2004
(Date of earliest event reported) December 24, 2004
QCR Holdings, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-22208 42-1397595
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(Commission File Number) (I.R.S. Employer Identification Number)
3551 Seventh Street, Suite 204, Moline, Illinois 61265
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(Address of principal executive offices) (Zip Code)
(309) 736-3580
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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):
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))
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Item 3.02 Unregistered Sales of Equity Securities
On December 24, 2004, QCR Holdings, Inc. (the "Company") closed its previously
announced private placement for the sale of up to $5,000,000 of its common
stock. The Company offered shares at a price of $19.50 per share to investors
unaffiliated with the Company and $21.00 per share, the last reported sales
price on Nasdaq on December 23, 2004, to those investors who are directors,
officers or employees of the Company. Pursuant to the offering, the Company sold
an aggregate of 250,506 shares of Common Stock for an aggregate price of
$4,944,135. The Company conducted the private placement pursuant to Rule 506 of
the Securities Act of 1933 (the "Securities Act") and the shares were not
registered under the Securities Act. Net proceeds from the offering after
payment of fees and expenses will be available for investment in a new bank
subsidiary, Rockford Bank and Trust Company, Rockford, Illinois.
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SIGNATURES
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 hereunto duly authorized.
QCR HOLDINGS, INC.
Dated: December 29, 2004 By: /s/ Todd A. Gipple
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Todd A. Gipple
Executive Vice President
and Chief Financial Officer
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