-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UflaQcuGM5/gSzjfveca+WkeYUmVXJFnpSMGaKxA/ltgsxY6FkgFCvMQY7hC0gVc UxwhS7k704Y3l6/EPPMSXg== 0000743530-04-000031.txt : 20040528 0000743530-04-000031.hdr.sgml : 20040528 20040528163252 ACCESSION NUMBER: 0000743530-04-000031 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040528 EFFECTIVENESS DATE: 20040528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QCR HOLDINGS INC CENTRAL INDEX KEY: 0000906465 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 421397595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-116022 FILM NUMBER: 04838853 BUSINESS ADDRESS: STREET 1: 3551 7TH STREET CITY: MOLINE STATE: IL ZIP: 61265 BUSINESS PHONE: 3097363580 MAIL ADDRESS: STREET 1: 3551 7TH STREET CITY: MOLINE STATE: IL ZIP: 61265 FORMER COMPANY: FORMER CONFORMED NAME: QUAD CITY HOLDINGS INC DATE OF NAME CHANGE: 19930805 S-8 1 qcr401k.txt 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 ------------------ 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.) ------------------ 3551 7th Street, Suite 204 Moline, Illinois 61265 (Address of principal executive offices) ------------------ QCR HOLDINGS 401(K)/PROFIT SHARING PLAN (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 (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) - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- 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. --------- Exhibit Number Exhibit -------------- ------- 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 ----------------------------------------- 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 - ------------------------------------ Michael A. Bauer /s/ Patrick S. Baird Director - ------------------------------------ /s/ James J. Brownson Director - ------------------------------------ /s/ Larry J. Helling Director - ------------------------------------ /s/ Mark C. Kilmer Director - ------------------------------------ /s/ John K. Lawson Director - ----------------------------------- /s/ Ronald G. Peterson Director - ------------------------------------ /s/ Henry Royer Director - ------------------------------------ QCR HOLDINGS, INC. EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT Incorporated Herein by Filed Exhibit No. Description Reference to Herewith - -------------------------------------------------------------------------------- 23.1 Consent of McGladrey & X Pullen, LLP 24.1 Power of Attorney Included on the Signature Page EX-23 2 qcrprofit.txt Exhibit 23.1 McGladrey & Pullen Certified Public Accountants Independent Auditor's Consent We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the QCR Holdings, Inc. 401(k)/Profit Sharing Plan (File No. 333-77420) of our report dated January 23, 2004 relating to the December 31, 2003 financial statements of QCR Holdings, Inc. /s / McGladrey & Pullen, LLP - ---------------------------- Davenport, Iowa May 28, 2004 McGladrey & Pullen, LLP is a member firm of RSM International- an affiliation of seperate and independent legal entities. -----END PRIVACY-ENHANCED MESSAGE-----