-----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, KQx4TpuDB/1QxK7csGg3shHTzik3A4b09zF2eQRYR93sbXvUcZmu8qXrbCELmtKF oCPz9XPbnGfyyhqR9cfbPg== 0001171843-10-001211.txt : 20100701 0001171843-10-001211.hdr.sgml : 20100701 20100701090035 ACCESSION NUMBER: 0001171843-10-001211 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100630 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100701 DATE AS OF CHANGE: 20100701 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22208 FILM NUMBER: 10928871 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 8-K 1 f8k_070110.htm FORM 8-K
UNITED STATES
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 (Date of earliest event reported) June 30, 2010

QCR Holdings, Inc.
(Exact name of registrant as specified in its charter)

Commission File Number:  000-22208


Delaware
42-1397595
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification Number)
 
3551 Seventh Street
Moline, Illinois 61265
(Address of principal executive offices, including zip code)

(309) 743-7721
(Registrant's telephone number, including area code)

N/A
(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))
 
 
 
 
Item 3.02. Unregistered Sales of Equity Securities.

On June 30, 2010, QCR Holdings, Inc. (the “Company”) closed a private placement offering resulting in the issuance of 25,000 shares of Series E Non-Cumulative Convertible Perpetual Preferred Stock (“Series E Preferred Stock”) to accredited investors for an aggregate purchase price of $25 million, or $1,000 per share.  As consideration for the shares of Series E Preferred Stock, the Company accepted cash or shares of its Series B Non-Cumulative Perpetual Preferred Stock (“Series B Preferred Stock” or Series C Non-Cumulative Perpetual Preferred Stock (“Series C Preferred Stock”).  All 268 issued and outstanding shares of Series B Preferred Stock and all 300 issued and outstanding shares of Series C Preferred Stock were tendered to the Company in the offer ing in exchange for shares of Series E Preferred Stock based on the aggregate $20.9 million liquidation value of the Series B Preferred Stock and Series C Preferred Stock.  The Company also received $4.1 million in cash subscriptions for Series E Preferred Stock in the offering.

The shares of Series E Preferred Stock have a stated dividend rate of 7.00%.  Dividends are not accrued and are payable only if declared, and no dividends may be declared on the Company’s common stock unless and until dividends have been declared on the outstanding shares of Series E Preferred Stock and the Fixed Rate Cumulative Perpetual Preferred Stock, Series D, issued by the Company to the U.S. Treasury under the Capital Purchase Program.  The shares of Series E Preferred Stock are convertible, at the option of the holder, at any time into the number of shares of the Company’s common stock equal to $1,000 divided by the conversion price then in effect.  The conversion price will initially be $12.15, subject to anti-dilution adjustments upon the occurrence of certain events.   The Company has the right, on or after the third anniversary of the issuance date, to convert the Series E Preferred Stock into the number of shares of common stock equal to $1,000 divided by the conversion price then in effect. The Company may only exercise this option if the Company’s common stock price equals or exceeds $17.22 for at least 20 trading days in a period of 30 consecutive trading days and the Company has paid full dividends on the shares of Series E Preferred Stock for four consecutive quarters.

The Company has the right, at any time after the fifth anniversary of the issuance date, subject to all required regulatory approvals, to redeem all, but not less than all, of the shares of Series E Preferred Stock then outstanding.  The shares can be redeemed for an amount per share in cash which is equal to: (i) $1,000; plus (ii) any declared but unpaid dividends for the then-current dividend period.  The Company’s Designation of Rights, Preferences and Limitations of Series E Non-Cumulative Convertible Perpetual Preferred Stock is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The Series E Preferred Stock issued in the private placement was not registered under the Securities Act of 1933 (the “Act”) and was issued pursuant to an exemption from registration under Regulation D of the rules promulgated under the Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information provided in Item 3.02 is hereby incorporated into this Item 3.03 by reference.

Item 8.01. Other Events.

On July 1, 2010, the Company issued a press release regarding the closing of the private placement transaction, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d)           Exhibits

 
99.1.
Designation of Rights, Preferences and Limitations of Series E Non-Cumulative Convertible Perpetual Preferred Stock of QCR Holdings, Inc. filed with the Secretary of State of the State of Delaware

99.2        Press release dated July 1, 2010


 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
QCR Holdings, Inc.


Dated:  July 1, 2010
By:
/s/ Todd A. Gipple
 
Todd A. Gipple
Executive Vice President, Chief Operating
Officer and Chief Financial Officer


EX-99 2 exh_991.htm EXHIBIT 99.1
Exhibit 99.1


Designation
of
Rights, Preferences And Limitations
of
Series E Non-Cumulative Convertible Perpetual Preferred Stock
of
QCR Holdings, Inc.
 
Section 1.                      Issuance.  The board of directors (the “Board”) of QCR Holdings, Inc. (the “Company”) has determined that 25,000 shares of the Company’s authorized and unissued preferred stock, par value $1.00 per share, be identified as “Series E Non-Cumulative Convertible Perpetual Preferred Stock” and has authorized such shares for issuance at a price of $1,000 per share (the “Series E Preferred Stock”).
 
Section 2.                      Dividends.  The holders of record of the then outstanding shares of Series E Preferred Stock shall be entitled to receive only when, as and if declared by the Board out of any funds legally available therefor, non-cumulative dividends paid quarterly on the issuance price of $1,000 per share based upon an annual rate equal to seven percent (7.00%).  During any fiscal year of the Company, no dividends whatsoever, other than a dividend payable solely in the Company’s common stock, par value $1.00 per share (“Common Stock”), shall be paid or declared, and no distribution shall be made, on any Common Stock or any other series of preferred stock, subject to the immediately following paragraph in the case of any preferred stock which ranks pari passu with the Series E Preferred Stock, including the Series D Preferred Stock, until dividends in the total amount due per share on the Series E Preferred Stock shall have been paid or declared and set apart during that year.
 
If the Board declares dividends on any Common Stock or any series of preferred stock, and dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) in full on the Series E Preferred Stock and any preferred stock which ranks pari passu with the Series E Preferred Stock, including the Series D Preferred Stock, all dividends declared on the Series E Preferred Stock and the preferred stock ranking pari passu with the Series E Preferred Stock, including the Series D Preferred Stock, shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of the Series E Preferred Stock and the preferred stock ranking pari passu with the Series E Preferred Stock, including the Series D Preferred Stock payable bear to each other.
 
Section 3.                      Voting Rights.  The holders of each share of Series E Preferred Stock shall not be entitled to vote, except as required by law.
 
Section 4.                      Redemption Rights.
 
(a)                   Holders’ Redemption Rights.  No holders of any outstanding shares of Series E Preferred Stock shall have any right to require the redemption of any outstanding shares of Series E Preferred Stock.

 
 
 
(b)                   Company’s Redemption Rights.  Subject to Section 5 and any necessary prior regulatory approvals, including, but not limited to, the approval of the Board of Governors of the Federal Reserve System, the Company shall have the right at any time after the fifth anniversary of the date on which the shares of Series E Preferred Stock are originally issued (the “Original Issue Date”) to call and redeem all (but not less than all) of the then outstanding shares of Series E Preferred Stock at a price per share equal to: (i) $1,000; plus (ii) any declared but unpaid dividends for the then-current dividend period, if any (the “Redemption Amount”).
 
Section 5.                      Conversion.  The holders of Series E Preferred Stock shall have the following conversion rights and be subject to the following provisions with respect to the conversion of Series E Preferred Stock:
 
(a)                   Voluntary Conversion.  Each share of Series E Preferred Stock shall be convertible into fully paid and nonassessable shares of Common Stock, at the Conversion Price (as defined below) in effect at the time of conversion determined as provided herein, at the option of the holder thereof, exercisable on at least ten (10) days’ prior written notice to the Company, at any time on or after the Original Issue Date, for such share, at the office of the Company or any transfer agent for the Series E Preferred Stock or Common Stock ( a “Voluntary Conversion”).  Each share of Series E Preferred Stock shall be convertible into the number of shares of Common Stock that results from dividing $1,000 by the Conversion Price per share in effect at the time of conversion for each share of Series E Preferred Stock being converted.  The conversion price per share for the Series E Preferred Stock at the Original Issue Date shall be $12.15 and shall be subject to adjustment from time to time as provided herein (the “Conversion Price”).
 
(b)                   Procedures for Voluntary Conversion.
 
(i)            Before any holder of Series E Preferred Stock shall be entitled in a Voluntary Conversion to convert the same into shares of Common Stock, he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent of the Series E Preferred Stock or Common Stock, and shall give at least ten (10) days’ prior written notice by mail, first-class postage prepaid, to the Company at such office that he or she elects to convert the same and shall state therein the number of shares of Series E Preferred Stock being converted and the name or names in which the certificate or certificates for shares of Common Stock are to be issued.  Thereupon the Company shall promptly issue and deliver at such office to such holder of Series E Preferred Stock or to the nominee or nominees of such holder a certificate or certificates for the number of shares of Common Stock to which he or she shall be entitled.
 
(ii)            Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series E Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.  A holder of Series E Preferred Stock who surrenders shares of Series E Preferred Stock for conversion shall be entitled to receive from the Company on the date of such surrender an amount in cash equal to any previously declared, but unpaid, dividends on such surrendered shares of Series E Preferred Sto ck, but any future dividends with respect to the
 
2
 
surrendered shares of Series E Preferred Stock shall cease to accrue after such surrender and all rights with respect to such shares shall forthwith after such surrender terminate.
 
(c)                   Mandatory Conversion.  At any time on or after the third anniversary of the Original Issue Date, if the closing market price of the Common Stock equals or exceeds $17.22 for at least twenty (20) trading days in a period of thirty (30) consecutive trading days and the Company has declared or paid dividends on the Series E Preferred Stock for four consecutive calendar quarters, the Company shall have the right to require the conversion of all (but not less than all) of the outstanding shares of Series E Preferred Stock into shares of Common Stock on the same terms and conditions as if such conversion were effected by the holders of the Series E Preferred Stock as a Voluntary Conversion (a “Mandatory Conversion”).
 
(d)                    Procedures for Mandatory Conversion.
 
(i)           Any call by the Company for Mandatory Conversion shall be evidenced by a written notice (the “Mandatory Conversion Notice”) mailed, first class postage prepaid, to the holders of the shares of the Series E Preferred Stock at their addresses last shown on the records of the Company.  The Mandatory Conversion Notice shall designate a specific date (the “Tender Date”) on or before which holders are to surrender to the Company at its office the certificates representing the outstanding shares of Series E Preferred Stock.
 
(ii)           On or before the Tender Date, all the holders of shares of Series E Preferred Stock shall surrender the certificate or certificates representing such shares to the Company, in the manner and at the place designated in the Mandatory Conversion Notice, and as soon as practicable after the Tender Date, certificates for the number of shares of Common Stock into which the Series E Preferred Stock was converted shall be issued to the former holders of Series E Preferred Stock.  Each surrendered certificate formerly representing Series E Preferred Stock shall be cancelled and retired.
 
(iii)           If the Mandatory Conversion Notice shall have been duly given, then after the Tender Date, all rights with respect to the Series E Preferred Stock shall terminate, except only the right of the holders to receive the corresponding shares of Common Stock.  After the Tender Date, all former holders of Series E Preferred Stock shall be deemed to be the holders of the number of shares of Common Stock into which the shares of Series E Preferred Stock have been converted, provided, however, that no former holder of Series E Preferred Stock shall be entitled to receive any dividends or other distributions with respect to the Common Stock into which the Series E Preferred Stock was converted until such former holder surrenders the certificates representing the shares of Series E Preferred Stock formerly held by him or her.
 
(e)           Adjustment for Stock Splits, Subdivisions, Reclassifications or Combinations.  If the Company shall: (a) declare and pay a dividend or make a distribution on its Common Stock in shares of Common Stock; or (b) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be shall be proportionately decreased. 60; If the Company shall combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, the Conversion
 
 
3
 
Price in effect at the time of the effective date of such subdivision, combination or reclassification shall be shall be proportionately increased.
 
(f)                    Adjustment for Rights Offerings. If the Company, at any time within the first anniversary of the Original Issue Date, shall issue rights to all holders of the Common Stock entitling them to subscribe for additional shares of Common Stock, the Conversion Price shall be proportionately decreased based on the dilution of tangible book value of the Company resulting from such rights offering.
 
(g)                   Reorganization, Mergers, Consolidations or Sales of Assets.  Subject to the provisions above with respect to a Mandatory Conversion, if at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination or reclassification provided for in Section 5(e)) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substa ntially all the Company’s properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holders of the Series E Preferred Stock shall thereafter be entitled to receive upon conversion of the Series E Preferred Stock, the number of shares of stock or other securities or property of the Company, or of the successor Company resulting from such merger or consolidation or sale, to which a holder of that number of shares of Common Stock deliverable upon conversion of the Series E Preferred Stock would have been entitled on such capital reorganization, merger, consolidation or sale.  In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of the Series E Preferred Stock after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 5 (including adjustment of the Conversion Price then in effect and the number of shares issuable upon conversion of the Series E Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable.
 
(h)                   Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of shares of Series E Preferred Stock.  In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of the Company’s Common Stock on the date of conversion, as determined in good faith by the Company’s Board of Directors.  Whether or not the fractional shares are issuable upon s uch conversion shall be determined on the basis of the total number of shares of Series E Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.
 
(i)                    Reservation of Stock Issuable Upon Conversion.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series E Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series E Preferred Stock.  As a condition precedent to the taking of any action that would cause an adjustment to th e Conversion Price, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient in order that it may validly and legally issue the shares of its Common Stock issuable based upon such adjusted Conversion Price.

 
4
 
Section 6.                      Liquidation.  Upon the dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, the holders of the Series E Preferred Stock shall be entitled to receive out of the assets of the Company available for distribution to stockholders, an amount per share equal to the Redemption Amount as of the effective date of such dissolution, liquidation or winding up of the Company, before any payment or distribution shall be made on the Common Stock or preferred stock ranking junior to the Series E Preferred Stock. If in any distribution described in this Section 6 the assets of the Company or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of the Series E Preferred Stock and corresponding amounts payable with respect of any other stock of the Company ranking pari passu with Series E Preferred Stock, including the Series D Preferred Stock, as to such distribution, holders of the Series E Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.  After the payment to the holders of the shares of the Series E Preferred Stock of the full amounts provided for in this Section 6, the holders of the Series E Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company.

 
5
 

EX-99 3 exh_992.htm EXHIBIT 99.2

EXHIBIT 99.2

QCR Holdings, Inc. Announces Successful Completion of $25 Million Private Placement of Series E Non-Cumulative Convertible Perpetual Preferred

MOLINE, Ill., July 1, 2010 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (Nasdaq:QCRH) today announced that on June 30, 2010, the Company closed its private placement of $25.0 million in Series E Non-Cumulative Convertible Perpetual Preferred Stock. The private placement was fully subscribed and resulted in the exchange of $20.9 million of the Company's previously outstanding Series B and Series C Non-Cumulative Perpetual Preferred Stock and $4.1 million of new capital from cash investors.

"We are very pleased with the successful completion of this private placement," stated Doug Hultquist, President and Chief Executive Officer of QCR Holdings, Inc. "This capital transaction provides us with $4.1 million of new capital to further bolster our strong capital position and at the same time slightly reduces the level of preferred dividends that we must pay each quarter."

The Series E Non-Cumulative Convertible Perpetual Preferred Stock carries a stated dividend rate of 7.00% and is convertible by the holder into shares of common stock at a per share conversion price of $12.15. In addition, the Company can exercise a conversion option on or after the third anniversary of the issue date, at the same $12.15 conversion price, subject to certain requirements regarding the Company's common stock price.

The Company's previously outstanding Series B and Series C Non-Cumulative Perpetual Preferred Stock carried stated dividend rates of 8.00% and 9.50%, respectively. All of the outstanding Series B and Series C shares were exchanged for newly issued Series E shares.

"The Series E private placement is an important part of our long-term capital plan," stated Todd Gipple, Executive Vice President, Chief Operating Officer & Chief Financial Officer of QCR Holdings, Inc. "We believe that the successful execution of this private placement indicates the strong confidence that our shareholders place in our Company and the relationship based banking model that we have created in the Quad Cities, Cedar Rapids and Rockford communities. This transaction further strengthens our already strong capital and liquidity positions, provides $25.0 million in Tier-1 capital at a preferred dividend cost that is slightly less than the cost of the $20.9 million in Series B and Series C preferred that it replaced, and provides the mechanism to convert this $25.0 million of preferred equity into common equity over the next several years. We are committed to maintaining our very strong levels of capital, and increasing the common equity component of our capita l structure, with a long term capital plan that is focused on rewarding our common shareholders."

QCR Holdings, Inc., headquartered in Moline, Illinois, is a relationship-driven, multi-bank holding company, which serves the Quad City, Cedar Rapids, and Rockford communities through its wholly owned subsidiary banks. Quad City Bank and Trust Company, which is based in Bettendorf, Iowa and commenced operations in 1994, Cedar Rapids Bank and Trust Company, which is based in Cedar Rapids, Iowa and commenced operations in 2001, and Rockford Bank and Trust Company, which is based in Rockford, Illinois and commenced operations in 2005, provide full-service commercial and consumer banking and trust and asset management services. Quad City Bank & Trust Company also engages in commercial leasing through its 80% owned subsidiary, m2 Lease Funds, LLC, based in Milwaukee, Wisconsin.

Special Note Concerning Forward-Looking Statements. This document contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company's management and on information currently available to management, are generally identifiable by the use of words such as "believe," "expect," "anticipate," "predict," "suggest," "appear," "plan," "intend," "estimate," "annualize," "may," "will," "would," "could," "should" or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) the strength of the local and national economy; (ii) the economic impact of any future terrorist threats and attacks, and the response of the United States to any such threats and attacks; (iii) changes in state and federal laws, regulations and governmental policies concerning the Company's general business; (iv) changes in interest rates and prepayment rates of the Company's assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the loss of key executives or employees; (viii) changes in consumer spending; (ix) unexpected results of our strategy to establish de novo banks in new markets; (x) unexpected outcomes of existing or new litigation involving the Company; and (xi) changes in accounting policies and practices. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included in the Company's filings with the Securities and Exchange Commission.

CONTACT: QCR Holdings, Inc.
         Todd A. Gipple, Executive Vice President,
          Chief Operating Officer & Chief Financial Officer
         (309) 743-7745
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