Qcr Holdings Inc S-3ASR, filed Aug 18, 2023

Qcr Holdings Inc (QCRH)

S-3ASR 2023-08-18

View Original

Added on October 20, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	Large accelerated filer ☒			Accelerated filer ☐			Non-accelerated filer ☐			Smaller reporting company ☐
										Emerging growth company ☐

	RISK FACTORS					1
	ABOUT THIS PROSPECTUS					1
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					2
	QCR HOLDINGS, INC.					2
	USE OF PROCEEDS					3
	DESCRIPTION OF SECURITIES WE MAY OFFER					3
	DESCRIPTION OF CAPITAL STOCK					3
	DESCRIPTION OF DEBT SECURITIES					7
	DESCRIPTION OF WARRANTS					15
	DESCRIPTION OF DEPOSITARY SHARES					15
	DESCRIPTION OF SUBSCRIPTION RIGHTS					18
	DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS					19
	DESCRIPTION OF UNITS					19
	PLAN OF DISTRIBUTION					19
	LEGAL MATTERS					21
	EXPERTS					21
	WHERE YOU CAN FIND MORE INFORMATION					21
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					22

SEC Registration Fee	$	*
Trustee Fees		**
Printing Expenses		**
Rating Agency Fees		**
Legal Fees and Expenses		**
Accounting Fees and Expenses		**
Miscellaneous		**
Total		**

Exhibit Number		Description of Exhibits
	1.1	Form of Underwriting Agreement.*
	1.2	Form of Placement Agent Agreement.*
	3.1	Certificate of Incorporation of QCR Holdings, Inc., as amended (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q/A Amendment No. 1 for the period ended September 30, 2011 filed November 8, 2011).
	3.2	Bylaws of QCR Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed August 19, 2022).
	4.1	Description of the QCR Holdings, Inc.’s securities (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K for the period ended December 31, 2019).
	4.2	Specimen of stock certificate representing QCR Holdings, Inc. common stock (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form SB-2 filed August 3, 1993 (Registration No. 33-67028)).
	4.3	Form of Certificate of Designations of Preferred Stock.*
	4.4	Form of Preferred Stock Certificate.*
	4.5	Form of Warrant and Warrant Certificate.*
	4.6	Form of Indenture (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-3 filed March 13, 2020 (Registration No. 333-237170)).
	4.7	Form of Senior Debt Security.*
	4.8	Form of Subordinated Debt Security.*
	4.9	Form of Purchase Contract Agreement.*
	4.10	Form of Depositary Agreement and Depositary Receipt.*
	4.11	Form of Subscription Certificate.*
	4.12	Form of Subscription Agent Agreement.*
	4.13	Form of Unit Agreement and Unit Certificate.*
	5.1	Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (including consent).
	23.1	Consent of RSM US LLP.
	23.2	Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).
	24.1	Power of Attorney (included on the signature page to the registration statement).
	25.1	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association, as Trustee, on Form T-1.
107		Filing Fee Table.

	Signature			Title
	/s/ Marie Z. Ziegler Marie Z. Ziegler			Chair of the Board of Directors
	/s/ James M. Field James M. Field			Vice Chair of the Board of Directors
	/s/ Larry J. Helling Larry J. Helling			Chief Executive Officer and Director (Principal Executive Officer)
	/s/ Todd A. Gipple Todd A. Gipple			President, Chief Financial Officer and Director (Principal Financial Officer)
	/s/ Nick W. Anderson Nick W. Anderson			Chief Accounting Officer (Principal Accounting Officer)
	/s/ John-Paul E. Besong John-Paul E. Besong			Director
	/s/ Mary Kay Bates Mary Kay Bates			Director

							QCR HOLDINGS, INC.
				By:			/s/ Todd A. Gipple Todd A. Gipple President and Chief Financial Officer

	Signature			Title
	/s/ Mark C. Kilmer Mark C. Kilmer			Director
	/s/ John F. Griesemer John F. Griesemer			Director
	/s/ Brent R. Cobb Brent R. Cobb			Director
	/s/ Elizabeth S. Jacobs Elizabeth S. Jacobs			Director
	/s/ Donna J. Sorensen, J.D. Donna J. Sorensen, J.D.			Director

	Very truly yours,

	/s/ Barack Ferrazzano Kirschbaum & Nagelberg LLP

Delaware		42-1397595
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	1.	A copy of the Charter for Wilmington Trust, National Association.
	2.	The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 above.
	3.	The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 above.
	4.	A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4of this Form T-1.
	5.	Not applicable.
	6.	The consent of Wilmington Trust, National Association as required by Section 321(b) of the Trust Indenture Act of 1939, attached hereto as Exhibit 6 of this Form T-1.
	7.	Current Report of the Condition of Wilmington Trust, National Association, published pursuant to law or the requirements of its supervising or examining authority, attached hereto as Exhibit 7 of this Form T-1.
	8.	Not applicable.
	9.	Not applicable.

	WILMINGTON TRUST, NATIONAL ASSOCIATION

	By:	/s/ Michael H. Wass
	Name: Michael H. Wass
	Title: Vice President

	1)	exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or
	2)	exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

	1)	The name and address of each proposed nominee.
	2)	The principal occupation of each proposed nominee.
	3)	The total number of shares of capital stock of the association that will be voted for each proposed nominee.
	4)	The name and residence address of the notifying shareholder.
	5)	The number of shares of capital stock of the association owned by the notifying shareholder.

	1)	Define the duties of the officers, employees, and agents of the association.
	2)	Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.
	3)	Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.
	4)	Dismiss officers and employees.
	5)	Require bonds from officers and employees and to fix the penalty thereof.
	6)	Ratify written policies authorized by the association's management or committees of the board.
	7)	Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.
	8)	Manage and administer the business and affairs of the association.
	9)	Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.
	10)	Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.
	11)	Make contracts.
	12)	Generally perform all acts that are legal for a board of directors to perform.

	WILMINGTON TRUST, NATIONAL ASSOCIATION

Dated: August 18, 2023	By:	/s/ Michael H. Wass
		Name: Michael H. Wass
		Title: Vice President


(Secretary or Treasurer)

	Thousands of Dollars
ASSETS
Cash and balances due from depository institutions:		669,843
Securities:		5,524
Federal funds sold and securities purchased under agreement to resell:		0
Loans and leases held for sale:		0
Loans and leases net of unearned income, allowance:		50,512
Premises and fixed asset		30,423
Other real estate owned:		55
Investments in unconsolidated subsidiaries and associated companies:		0
Direct and indirect investments in real estate ventures:		0
Intangible assets:		0
Other assets:		70,512
Total Assets:		826,814

		Thousands of Dollars
LIABILITIES
Deposits		8,937
Federal funds purchased and securities sold under agreements to repurchase		0
Other borrowed money:		0
Other Liabilities:		7,870
Total Liabilities		87,807

		Thousands of Dollars
EQUITY CAPITAL
Common Stock		1,000
Surplus		342,783
Retained Earnings		395,647
Accumulated other comprehensive income		(423	)
Total Equity Capital		739,007

Total Liabilities and Equity Capital		826,814