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 May 5, 2005
(Date of earliest event reported) May 4, 2005
QCR Holdings, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-22208 42-1397595
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(Commission File Number) (I.R.S. Employer Identification Number)
3551 Seventh Street, Suite 204, Moline, Illinois 61265
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(Address of principal executive offices) (Zip Code)
(309) 736-3580
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(Registrant's telephone number, including area code)
Not Applicable
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(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))
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Item 1.01 Entry into a Material Definitive Agreement.
A. Trust Preferred Securities Offering
On May 4, 2005, QCR Holdings, Inc. (the "Company") and its newly formed
business trust subsidiary, QCR Holdings Statutory Trust IV, a Delaware
statutory trust (the "Trust"), consummated the issuance and sale of 5,000
of the Trust's floating rate capital securities, with a liquidation amount
of $1,000 per capital security (the "Capital Securities"), in a pooled
trust preferred transaction. The entire proceeds from the sale by the Trust
to the holders of the Capital Securities were combined with the entire
proceeds from the sale by the Trust to the Company of its common securities
and were used by the Trust to purchase $5,155,000 in principal amount of
the floating rate junior subordinated deferrable interest debentures of the
Company. No underwriting commissions or placement fees were paid in
connection with the issuances. All of the securities were issued in a
private placement exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended, and/or Regulation D promulgated
thereunder.
The terms of the debt securities are governed by an Indenture dated May 4,
2005 between the Company and Wells Fargo Bank, as Indenture Trustee. The
debt securities accrue interest at a variable rate based on the three-month
LIBOR, reset and payable quarterly, plus 1.80%. The debt securities are not
redeemable by the Company during the first five years, absent certain
changes in tax, investment company or bank regulatory statutes or
regulations.
The trust preferred securities were issued pursuant to a Purchase Agreement
dated May 3, 2005, by and among the Company, the Trust and an initial
purchaser. The terms of the trust preferred securities are governed by an
Amended and Restated Declaration of Trust by and among the Company, Wells
Fargo Bank, as Trustee, and the trust administrators. The trust preferred
securities entitle the holders thereof to quarterly distributions at a per
annum rate equal to the three-month LIBOR plus 1.80%. The trust preferred
securities are not redeemable by the Trust during the first five years,
absent certain changes in tax, investment company, bank regulatory statutes
or regulations. Pursuant to a Guarantee Agreement dated May 4, 2005, by and
between the Company and Wells Fargo Bank, as Trustee, the Company has
agreed to guarantee the payments to be made to the holders of the trust
securities, subject to the terms and conditions set forth therein.
On May 5, 2005, the Company issued a press release announcing the
transaction. The press release is attached hereto as Exhibit 99.1.
B. Deferred Income Plan
On January 26, 2005, the board of directors adopted and on May 4, 2005, the
shareholders approved the QCR Holdings 2005 Deferred Income Plan. The plan
will permit directors and certain selected key officers to defer all or a
portion of their fees and cash compensation. The aggregate number of shares
that may be obtained by directors and selected key officers under the plan
is 100,000 shares. All shares distributed under the plan will come from the
Company's treasury shares or from open market purchases. Upon completing an
irrevocable election once a year to defer all or a portion of the fees and
cash compensation a participant receives from the Company, the deferred
amounts will be invested in one of the available investment alternatives.
Currently, only investments in Company common stock are permitted under the
plan. On May 5, 2005, the Company issued a press release announcing the
adoption of the plan. The press release is attached hereto as Exhibit 99.1.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See information provided under Section A of Item 1.01 herein.
Item 8.01 Other Events
The annual meeting of stockholders was held at The Lodge located at 900 Spruce
Hills Drive, Bettendorf, Iowa on Wednesday, May 4, 2005 at 10:00 a.m. At the
meeting, Patrick S. Baird, John K. Lawson and Ronald G. Peterson were re-elected
to serve as Class III, with terms expiring in 2008. Continuing as Class I
directors, with terms expiring in 2006, are Michael A. Bauer, James J. Brownson,
and Henry Royer. Continuing as Class II directors, with terms expiring in 2007,
are Larry J. Helling, Douglas M. Hultquist and Mark C. Kilmer. Also, at the
meeting there was approval of the QCR Holdings 2005 Deferred Income Plan. On May
5, 2005, the Company issued a press release announcing the results of the
meeting. The press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release dated May 5, 2005
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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: May 5, 2005 By: /s/ Todd A. Gipple
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Todd A. Gipple
Executive Vice President
and Chief Financial Officer
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