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 September 15, 2004
(Date of earliest event reported) September 15, 2004
QCR Holdings, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-22208 42-1397595
(Commission File Number) (I.R.S. Employer Identification Number)
3551 Seventh Street, Suite 204, Moline, Illinois 61265
(Address of principal executive offices) (Zip Code)
(309) 736-3580
(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 8.01 Other Information
As previously announced, QCR Holdings, Inc. (the "Company") intends to
establish a new banking subsidiary, Rockford Bank and Trust Company, in
Rockford, Illinois. In connection with the new bank, the Company is offering up
to 260,000 shares of common stock to certain investors pursuant to a private
placement. The stock is being offered at a price of $19.50 per share and will
not be registered under the Securities Act of 1933 (the "Securities Act"). Net
proceeds from the offering after payment of fees and expenses will be available
for investment in the new bank. The Company expects the offering to close on or
before November 19, 2004.
The shares of common stock to be offered have not been registered under
the Securities Act, or any state securities laws, and unless so registered, may
not be offered or sold in the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. This Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of any of the securities referred to herein in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under securities laws of any state.
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: September 15, 2004 By:/s/Todd A. Gipple
---------------------------
Executive Vice President
and Chief Financial Officer