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) February 11, 2016
QCR Holdings, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-22208
| 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) 736-3584
(Registrant's telephone number, including area code)
Not Applicable
(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 1.01. Entry into a Material Definitive Agreement.
On February 11, 2016, QCR Holdings, Inc. (the “Company”) and Quad City Bank & Trust Company, as rights agent (the “Rights Agent”), entered into a First Amendment to Amended and Restated Rights Agreement (the “Amendment”), which amended the Amended and Restated Rights Agreement, effective as of May 7, 2013, between the Company and the Rights Agent (as amended, the “Rights Agreement”).
The Amendment, which will be submitted to the Company’s stockholders for ratification at the Company’s 2016 annual meeting, extended the final expiration date of the Rights Agreement from May 1, 2016 to February 11, 2019.
The foregoing summary is qualified in its entirety by the terms and conditions of the Amendment, which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
Item 1.01 above is incorporated herein by reference.
Item 8.01. Other Events.
On February 18, 2016, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 4.1 | First Amendment to Amended and Restated Rights Agreement, dated as of February 11, 2016. | ||
| 99.1 | Press release dated February 18, 2016. |
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: February 18, 2016 | By: | /s/ Todd A. Gipple |
| Todd A. Gipple | ||
| Executive Vice President, Chief Operating Officer and Chief Financial Officer | ||
Exhibit 4.1
FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
This First Amendment (this “Amendment”), dated as of February 11, 2016, to the Amended and Restated Rights Agreement, effective as of May 7, 2013, is entered into between QCR Holdings, Inc., a Delaware corporation (the “Company”), and Quad City Bank & Trust Company, an Iowa state chartered bank headquartered in Bettendorf, Iowa, as Rights Agent (the “Rights Agent”).
RECITALS
WHEREAS, on May 7, 2013, the parties hereto entered into that certain Amended and Restated Rights Agreement (the “Rights Agreement”); all terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement;
WHEREAS, the Rights granted pursuant to the Rights Agreement will, pursuant to its terms, expire at the Close of Business on May 1, 2016; and
WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to amend the Rights Agreement to extend the term of the Rights and to make certain other related amendments.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to Section 27 of the Rights Agreement, the parties hereto agree as follows:
AGREEMENT
1. Amendments.
(a) Section 7(a) of the Rights Agreement is hereby amended and restated as follows:
“Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby in whole or in part upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at any time which is both after the Distribution Date and prior to the time that is the earliest of (i) the Close of Business on February 11, 2019 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof or (iv) if the Company’s stockholders fail to ratify the First Amendment, dated as of February 11, 2016, to this Agreement at the Company’s 2016 annual meeting of stockholders (or any adjournment or postponement thereof), the Close of Business on the first Business Day after such annual meeting (or any adjournment or postponement thereof) (the earliest of (i)-(iv) being herein referred to as the “Expiration Date”).”
(b) Exhibit A to the Rights Agreement is hereby amended by replacing each reference to “May 7, 2016” contained therein with “February 11, 2019.”
2. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall constitute but one and the same instrument.
3. Continuation. Except as amended hereby, the Rights Agreement is hereby ratified and confirmed and shall continue in full force and effect. Any reference to the Rights Agreement in any of the documents, instruments or agreements executed and/or delivered in connection with the Rights Agreement shall be deemed to be references to the Rights Agreement as amended by this Amendment.
4. Effectiveness. This Amendment shall become effective when it shall have been executed by the parties set forth below and thereafter shall be binding upon and inure to the benefit of such parties and their respective successors and assigns.
5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to its laws of conflicts).
[Signature Page Follows]
| 2 |
IN WITNESS WHEREOF, the parties have executed this Amendment on the date first above written.
|
QCR HOLDINGS, Inc.
By: /s/ Douglas M. Hultquist Name: Douglas M. Hultquist Title: President and Chief Executive Officer
| |
|
QUAD city bank & Trust company, as Rights Agent
By: /s/ John H. Anderson Name: John H. Anderson Title: President and Chief Executive Officer
| |
3
EXHIBIT 99.1
QCR Holdings, Inc. Announces a Quarterly Cash Dividend of $0.04
MOLINE, Ill., Feb. 18, 2016 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (NASDAQ:QCRH) today announced that on February 11, 2016 the Company’s board of directors declared a cash dividend of $0.04 per share payable on April 6, 2016, to stockholders of record on March 18, 2016. As previously announced in November, starting with this first quarter dividend, the board of directors has resolved to evaluate paying dividends on a quarterly basis, as opposed to the Company’s prior practice of semi-annual dividends. This first quarterly dividend payment of $0.04 is the same amount as each of the Company’s prior semi-annual dividends in 2015.
QCR Holdings, Inc., headquartered in Moline, Illinois, is a relationship-driven $2.6 billion asset, multi-bank holding company, which serves the Quad City, Cedar Rapids, and Rockford communities through its wholly owned subsidiary banks. Quad City Bank & Trust Company, which is based in Bettendorf, Iowa, and commenced operations in 1994, Cedar Rapids Bank & Trust Company, which is based in Cedar Rapids, Iowa, and commenced operations in 2001, and Rockford Bank & Trust Company, which is based in Rockford, Illinois, and commenced operations in 2005, provide full-service commercial and consumer banking and trust and wealth management services. Quad City Bank & Trust Company also provides correspondent banking services and engages in commercial leasing through its wholly owned subsidiary, m2 Lease Funds, LLC, based in Milwaukee, Wisconsin. With the acquisition of Community National Bancorporation in 2013, the Company now serves the Waterloo/Cedar Falls, Iowa community through Community Bank & Trust, a division of Cedar Rapids Bank & Trust Company.
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, including the Basel III regulatory capital reforms, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations issued thereunder; (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 integration of acquired entities; (viii) the loss of key executives or employees; (ix) changes in consumer spending; (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:
Todd A. Gipple
Executive Vice President
Chief Operating Officer
Chief Financial Officer
(309) 743-7745