As filed with the Securities and Exchange Commission on May 28, 2004
Registration No. 333-77420
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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QCR HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 42-1397595
(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
(Address of principal executive offices)
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QCR HOLDINGS 401(K)/PROFIT SHARING PLAN
(Full title of the plan)
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Todd A. Gipple
Executive Vice President, Chief Financial Officer and Secretary
QCR Holdings, Inc.
3551 7th Street, Suite 204
Moline, Illinois 61265
(Name and address of agent for service)
(309)736-3580
(Telephone number, including area code, of agent for service)
With copies to:
John E. Freechack, Esq.
Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
(312) 984-3100
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) Offering Price(2) Registration Fee(2)
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Common Stock, $1.00 par 100,000 shares $18.37 $1,837,000 $233.00
value(3)
======================================================================================================================
(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) Estimated pursuant to Rule 457(h) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the last closing
price for the Registrant's common stock as quoted on the Nasdaq SmallCap
Market on May 26, 2004, as adjusted for the three for two stock split in
the form of a dividend distributed on May 28, 2004.
(3) Preferred stock purchase rights will be distributed without charge with
respect to each share of the Registrant's Common Stock registered hereby.
II-2
II-1
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by QCR Holdings, Inc.
(the "Registrant") for the purpose of increasing the number of shares of the
Registrant's common stock, par value $1.00 per share ("Common Stock") for which
a Registration Statement on Form S-8 of the Registrant relating to the QCR
Holdings 401(K)/ Profit Sharing Plan (the "Plan") is effective. This
Registration Statement on Form S-8 relates to 100,000 shares of Common Stock,
issuable pursuant to the Plan. Pursuant to General Instruction E of Form S-8,
the Registrant hereby incorporates by reference the Registration Statement on
Form S-8, including exhibits, previously filed by the Registrant with the
Securities and Exchange Commission on April 7, 1994 (File No. 333-77420), in
connection with the Plan.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits.
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Exhibit Number Exhibit
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23.1 Consent of McGladrey & Pullen, LLP, Independent Auditors
24.1 Power of Attorney
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 May 28,
2004.
QCR HOLDINGS, INC.
By:/s/ Douglas M. Hultquist
-----------------------------------------
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 401(K)/PROFIT SHARING PLAN
By: QCR HOLDINGS, INC.
By: /s/ Douglas M. Hultquist
----------------------------------------
Douglas M. Hultquist
President and Chief Executive Officer
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 May 28, 2004.
Signature Title
/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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/s/ James J. Brownson Director
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/s/ Larry J. Helling Director
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/s/ Mark C. Kilmer Director
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/s/ John K. Lawson Director
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/s/ Ronald G. Peterson Director
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/s/ Henry Royer Director
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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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23.1 Consent of McGladrey & X
Pullen, LLP
24.1 Power of Attorney Included on the
Signature Page