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<TITLE>Filed by Bowne Pure Compliance</TITLE>
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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): February 13, 2009</B>

<P style="font-size: 24pt" align="center"><B>QCR Holdings, Inc.<BR>
</B><FONT
style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>
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cellpadding="0" width="100%" border="0">

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  <TD width="32%">&nbsp;</TD>
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  <TD style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>000-22208</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>42-1397595</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

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cellpadding="0" width="100%" border="0">

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  <TD width="49%">&nbsp;</TD>
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  <TD width="49%">&nbsp;</TD>
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 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>3551 Seventh
Street<BR>
Moline, Illinois <BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>61265</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

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<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(309) 743-7721</B>
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cellpadding="0" width="30%" border="0">

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 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>N/A<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">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:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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</DIV>

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</DIV>

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<P style="font-size: 10pt" align="justify"><B>Item&nbsp;1.01.
Entry into a Material Definitive Agreement.</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">On
February&nbsp;13, 2009, QCR Holdings, Inc. (the &#8220;Company&#8221;),
pursuant to the Capital Purchase Program implemented as a component of the
Troubled Asset Relief Program (&#8220;TARP&#8221;), entered into a Letter
Agreement, which includes the Securities Purchase Agreement &#8211; Standard
Terms (collectively, the &#8220;Purchase Agreement&#8221;), with the United
States Department of the Treasury (&#8220;Treasury&#8221;), pursuant to which
the Company issued and sold to Treasury: (i)&nbsp;38,237 shares of the
Company&#8217;s Fixed Rate Cumulative Perpetual Preferred Stock, Series&nbsp;D
(the&nbsp;&#8220;Series&nbsp;D Preferred Stock&#8221;); and (ii)&nbsp;a warrant
(the &#8220;Warrant&#8221;) to purchase 521,888 shares of the Company&#8217;s
common stock, par value $1.00 per share (the &#8220;Common Stock&#8221;), for
an aggregate purchase price of $38.237&nbsp;million in cash. The Purchase
Agreement is attached as Exhibit&nbsp;10.1 hereto and incorporated by reference
herein.

<P style="font-size: 10pt; text-indent: 4%" align="justify">The Series&nbsp;D
Preferred Stock will qualify as Tier 1 capital and will pay cumulative
dividends at a rate of 5% per annum for the first five years, and 9% per annum
thereafter. The Series&nbsp;D Preferred Stock may be redeemed by the Company
after three years. Prior to the end of three years, the Series&nbsp;D Preferred
Stock may be redeemed, in whole or in part, by the Company only with the
proceeds of a sale of qualifying equity securities of the Company (a
&#8220;Qualified Equity Offering&#8221;) yielding aggregate gross proceeds to
the Company of at least 25&nbsp;percent of the aggregate issue price of the
Series&nbsp;D Preferred Stock. Any redemption of the Series&nbsp;D Preferred
Stock will be at the per share liquidation amount of $1,000 per share, plus any
accrued and unpaid dividends. The restrictions on redemption are set forth in
the Certificate of Designations described in Item&nbsp;5.03 below.

<P style="font-size: 10pt; text-indent: 4%" align="justify">Prior to the third
anniversary of Treasury&#8217;s purchase of the Series&nbsp;D Preferred Stock,
unless the Series&nbsp;D Preferred Stock has been redeemed or Treasury has
transferred all of the Series&nbsp;D Preferred Stock to one or more third
parties, the consent of Treasury will be required for the Company to:
(i)&nbsp;increase the dividend paid on its Common Stock; or
(ii)&nbsp;repurchase its Common Stock or other equity or capital securities,
other than in connection with benefit plans consistent with past practice and
certain other circumstances specified in the Purchase Agreement. The
Series&nbsp;D Preferred Stock will be non-voting except for class voting rights
on matters that would adversely affect the rights of the holders of the
Series&nbsp;D Preferred Stock.

<P style="font-size: 10pt; text-indent: 4%" align="justify">The Warrant has a
ten-year term and is immediately exercisable upon its issuance, with an
exercise price, subject to anti-dilution adjustments, equal to $10.99 per share
of the Common Stock. The Warrant is attached as Exhibit&nbsp;4.2 hereto and
incorporated by reference herein.

<P style="font-size: 10pt; text-indent: 4%" align="justify">If the Company
receives aggregate cash proceeds of not less than $38.237&nbsp;million from one
or more Qualified Equity Offerings on or prior to December&nbsp;31, 2009, the
number of shares of Common Stock issuable pursuant to Treasury&#8217;s exercise
of the Warrant will be reduced by one-half of the original number of shares,
taking into account all adjustments, underlying the Warrant. Pursuant to the
Purchase Agreement, Treasury has agreed not to exercise voting power with
respect to any shares of Common Stock issued upon exercise of the Warrant.


<P style="font-size: 10pt; text-indent: 4%" align="center">&nbsp;

<P style="font-size: 10pt" align="center">&nbsp;
</DIV>

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<DIV
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<P style="font-size: 10pt; text-indent: 4%" align="justify">The Series&nbsp;D
Preferred Stock and the Warrant were issued in a private placement exempt from
registration pursuant to Section&nbsp;4(2) of the Securities Act of 1933, as
amended. Upon the request of Treasury at any time, the Company has agreed to
promptly enter into a deposit
arrangement pursuant to which the
Series&nbsp;D Preferred Stock may be deposited and depositary shares
(&#8220;Depositary Shares&#8221;), representing fractional shares of
Series&nbsp;D Preferred Stock, may be issued. The Company has agreed to
register the Warrant and the shares of Common Stock underlying the Warrant (the
&#8220;Warrant Shares&#8221;) as promptly as practicable after the date hereof.
The Company has also agreed to register the shares of Series&nbsp;D Preferred
Stock upon the written request of Treasury. Neither the Series&nbsp;D Preferred
Stock nor the Warrant will be subject to any contractual restrictions on
transfer, except that Treasury may only transfer or exercise an aggregate
one-half of the Warrant Shares prior to the earlier of the date on which the
Company receives aggregate cash proceeds of not less than $38.237&nbsp;million
from one or more Qualified Equity Offerings and December&nbsp;31, 2009.

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;3.02. Unregistered
Sales of Equity Securities.</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">The information set
forth under &#8220;Item&nbsp;1.01. Entry into a Material Definitive
Agreement&#8221; is incorporated by reference into this Item&nbsp;3.02.

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;3.03. Material
Modification to Rights of Securityholders.</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">As a result of the
Company&#8217;s issuance of the Series&nbsp;D Preferred Stock on
February&nbsp;13, 2009, the ability of the Company to declare or pay dividends
or distributions on, or purchase, redeem or otherwise acquire for
consideration, shares of its Common Stock will be subject to restrictions,
including the restriction against increasing dividends from the last
semi-annual cash dividend declared on the Common Stock prior to
October&nbsp;14, 2008, which was $0.04 per share. The redemption, purchase or
other acquisition of other classes of stock and trust preferred securities of
the Company or its affiliates also will be restricted. These restrictions will
terminate on the earlier of (a)&nbsp;the third anniversary of the date of
issuance of the Series&nbsp;D Preferred Stock and (b)&nbsp;the date on which
the Series&nbsp;D Preferred Stock has been redeemed in whole or Treasury has
transferred all of the Series&nbsp;D Preferred Stock to one or more third
parties. The restrictions described in this paragraph are set forth in the
Purchase Agreement.

<P style="font-size: 10pt; text-indent: 4%" align="justify">In addition,
pursuant to the Certificate of Designations setting forth the preferences,
qualifications, limitations, restrictions and rights of the Series&nbsp;D
Preferred Stock, the ability of the Company to declare or pay dividends or
distributions on, or repurchase, redeem or otherwise acquire for consideration,
shares of its Common Stock will be subject to restrictions in the event that
the Company fails to declare and pay full dividends (or declare and set aside a
sum sufficient for payment thereof) on its Series&nbsp;D Preferred Stock. These
restrictions are set forth in the Certificate of Designations described in
Item&nbsp;5.03.




<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">2
</DIV>

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<DIV style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensation Arrangements of Certain Officers.</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">Pursuant to the
Purchase Agreement, the Company has agreed that, until such time as Treasury
ceases to own any debt or equity securities of the Company acquired pursuant to
the Purchase Agreement or the Warrant, the Company&#8217;s employee benefit
plans and other executive compensation arrangements with its &#8220;senior
executive officers&#8221; must comply in all respects with Section&nbsp;111(b)
of the Emergency Stabilization Act of 2008 (the &#8220;EESA&#8221;), as
implemented by regulations under the EESA issued by Treasury. The
Company&#8217;s &#8220;senior executive officers&#8221; are
initially: Douglas M. Hultquist,
President and Chief Executive Officer; Michael A. Bauer, Vice Chairman; Todd A.
Gipple, Executive Vice President, Chief Operating Officer and Chief Financial
Officer; and Larry J. Helling, President and Chief Executive Officer of Cedar
Rapids Bank &amp; Trust. Each of the Company&#8217;s senior executive officers
executed a waiver pursuant to the terms of the Purchase Agreement, a form of
which is attached as Exhibit&nbsp;10.2 hereto and incorporated by reference
herein.

<P style="font-size: 10pt; text-indent: 4%" align="justify">Accordingly, in the
Purchase Agreement, the Company has agreed to not adopt any benefit plans or
other executive compensation arrangements with respect to, or which covers, its
senior executive officers that do not comply with the EESA. In addition, each
of the Company&#8217;s senior executive officers entered into an Omnibus
Amendment to Employee Benefit Plans with the Company for the purpose of
amending each senior executive officer&#8217;s benefit plans and other
executive compensation arrangements in order to comply with the relevant
elements of the EESA and Treasury regulations promulgated thereunder. A form of
the Omnibus Amendment is attached as Exhibit&nbsp;10.3 hereto and incorporated
by reference herein.

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">On
February&nbsp;10, 2009, the Company filed a Certificate of Amendment with the
Secretary of State of the State of Delaware for the purpose of amending its
Certificate of Incorporation to modify the rights and preferences of the
Series&nbsp;B Non-Cumulative Perpetual Preferred Stock and Series&nbsp;C
Non-Cumulative Perpetual Preferred Stock of the Company. The modification of
the rights and preferences of the Series&nbsp;B Non-Cumulative Perpetual
Preferred Stock and Series&nbsp;C Non-Cumulative Perpetual Preferred Stock of
the Company was required for the Company to participate in the TARP Capital
Purchase Program. The Certificate of Amendment is attached as Exhibit&nbsp;3.1
hereto and incorporated by reference herein. Also on February&nbsp;10, 2009,
the Company filed a Certificate of Designations with the Secretary of State of
the State of Delaware for the purpose of amending its Certificate of
Incorporation to fix the designations, preferences, voting powers and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions of the Series&nbsp;D Preferred Stock. The Series&nbsp;D
Preferred Stock has a liquidation preference of $1,000 per share. The
Certificate of Designations is attached as Exhibit&nbsp;3.2 hereto and
incorporated by reference herein.

<P style="font-size: 10pt" align="justify"><B>Item&nbsp;8.01. Other Events.</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">On
February&nbsp;13, 2009, the Company issued a press release announcing the
consummation of the transactions described above under &#8220;Item&nbsp;1.01.
Entry into a Material Definitive Agreement.&#8221; A copy of the press release
is attached as Exhibit&nbsp;99.1 hereto and incorporated by reference herein.


<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">3
</DIV>

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<P style="font-size: 10pt" align="justify"><B>Item&nbsp;9.01. Financial Statements and Exhibits.</B>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">(d)</TD>
  <TD width="1%">&nbsp;</TD>
  <TD><DIV style="text-align: justify"><I>Exhibits</I>. The following exhibits are
filed herewith:</DIV></TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="8%">&nbsp;</TD>
  <TD nowrap align="left" width="4%">3.1</TD>
  <TD width="1%">&nbsp;</TD>
  <TD><DIV style="text-align: justify">Certificate of Amendment to the Certificate of
Incorporation of QCR Holdings, Inc., as filed with the Secretary of State of
the State of Delaware on February&nbsp;10, 2009, modifying the rights and
preferences of the Series&nbsp;B Non-Cumulative
Perpetual Preferred Stock and Series&nbsp;C Non-Cumulative Perpetual Preferred
Stock of QCR Holdings.</DIV></TD>
 </TR>

</TABLE>




<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="8%">&nbsp;</TD>
  <TD nowrap align="left" width="4%">3.2</TD>
  <TD width="1%">&nbsp;</TD>
  <TD><DIV style="text-align: justify">Certificate of Designations of Fixed Rate
Cumulative Perpetual Preferred Stock, Series&nbsp;D, as filed with the
Secretary of State of the State of Delaware on February&nbsp;10, 2009.</DIV></TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="8%">&nbsp;</TD>
  <TD nowrap align="left" width="4%">4.1</TD>
  <TD width="1%">&nbsp;</TD>
  <TD><DIV style="text-align: justify">Form of Stock Certificate for Fixed Rate
Cumulative Perpetual Preferred Stock, Series&nbsp;D.</DIV></TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="8%">&nbsp;</TD>
  <TD nowrap align="left" width="4%">4.2</TD>
  <TD width="1%">&nbsp;</TD>
  <TD><DIV style="text-align: justify">Warrant to Purchase Common Stock, dated
February&nbsp;13, 2009.</DIV></TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="8%">&nbsp;</TD>
  <TD nowrap align="left" width="4%">10.1</TD>
  <TD width="1%">&nbsp;</TD>
  <TD><DIV style="text-align: justify">Letter Agreement, dated February&nbsp;13,
2009, by and between QCR Holdings, Inc., and the United States Department of
the Treasury, which includes the Securities Purchase Agreement &#8211; Standard
Terms attached as Exhibit&nbsp;A thereto, with respect to the issuance and sale
of Fixed Rate Cumulative Perpetual Preferred Stock, Series&nbsp;D, and the
Warrant to Purchase Common Stock.</DIV></TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="8%">&nbsp;</TD>
  <TD nowrap align="left" width="4%">10.2</TD>
  <TD width="1%">&nbsp;</TD>
  <TD><DIV style="text-align: justify">Form of Waiver, executed by each of the
Company&#8217;s senior executive officers.</DIV></TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="8%">&nbsp;</TD>
  <TD nowrap align="left" width="4%">10.3</TD>
  <TD width="1%">&nbsp;</TD>
  <TD><DIV style="text-align: justify">Form of Omnibus Amendment, executed by the
Company and each of the Company&#8217;s senior executive officers.</DIV></TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="8%">&nbsp;</TD>
  <TD nowrap align="left" width="4%">99.1</TD>
  <TD width="1%">&nbsp;</TD>
  <TD><DIV style="text-align: justify">Press Release, dated February&nbsp;13,
2009.</DIV></TD>
 </TR>

</TABLE>




<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">4
</DIV>

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<P style="font-size: 10pt" align="center"><B>SIGNATURES</B>

<P style="font-size: 10pt; text-indent: 4%" align="justify">Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.






<P>
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<TR>
  <TD width="48%">&nbsp;</TD>
  <TD width="4%">&nbsp;</TD>
  <TD width="48%">&nbsp;</TD>
</TR>

<TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD align="left" colspan="2"><B>QCR Holdings, Inc.</B></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="bottom">
  <TD align="left">Dated: February&nbsp;13, 2009</TD>
  <TD align="left">By: </TD>
  <TD align="left" style="border-bottom: 1px solid #000000">/s/ Douglas M. Hultquist</TD>
 </TR>

 <TR valign="bottom">
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Douglas M. Hultquist<BR>
President and Chief Executive Officer</TD>
</TR>

</TABLE>


<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">&nbsp;
</DIV>



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<P style="font-size: 10pt" align="center"><B>EXHIBIT INDEX</B>



<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

<TR>
  <TD width="8%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="87%">&nbsp;</TD>
</TR>

<TR valign="bottom">
  <TD align="left" style="border-bottom: 1px solid #000000"><B>Exhibit<BR>Number</B></TD>
  <TD>&nbsp;</TD>
  <TD align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="top">
  <TD align="left">3.1</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Certificate of Amendment to the Certificate of
Incorporation of QCR Holdings, Inc., as filed with the Secretary of State of
the State of Delaware on February&nbsp;10, 2009, modifying the rights and
preferences of the Series&nbsp;B Non-Cumulative
Perpetual Preferred Stock and Series&nbsp;C Non-Cumulative Perpetual Preferred
Stock of QCR Holdings.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="top">
  <TD align="left">3.2</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Certificate of Designations of Fixed Rate
Cumulative Perpetual Preferred Stock, Series&nbsp;D, as filed with the
Secretary of State of the State of Delaware on February&nbsp;10, 2009.</TD>
 </TR>


<TR><TD>&nbsp;</TD></TR>


 <TR valign="top">
  <TD align="left">4.1</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Form of Stock Certificate for Fixed Rate
Cumulative Perpetual Preferred Stock, Series&nbsp;D.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="top">
  <TD align="left">4.2</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Warrant to Purchase Common Stock, dated
February&nbsp;13, 2009.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="top">
  <TD align="left">10.1</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Letter Agreement, dated February&nbsp;13,
2009, by and between QCR Holdings, Inc., and the United States Department of
the Treasury, which includes the Securities Purchase Agreement &#8211; Standard
Terms attached as Exhibit&nbsp;A thereto, with respect to the issuance and sale
of Fixed Rate Cumulative Perpetual Preferred Stock, Series&nbsp;D, and the
Warrant to Purchase Common Stock.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="top">
  <TD align="left">10.2</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Form of Waiver, executed by each of the
Company&#8217;s senior executive officers.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="top">
  <TD align="left">10.3</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Form of Omnibus Amendment, executed by the
Company and each of the Company&#8217;s senior executive officers.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

 <TR valign="top">
  <TD align="left">99.1</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Press Release, dated February&nbsp;13, 2009.</TD>
 </TR>

</TABLE>


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{"company-data": {"conformed-name": "QCR HOLDINGS INC", "cik": "0000906465", "assigned-sic": "6022", "irs-number": "421397595", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22208", "film-number": "09604144"}, "business-address": {"street1": "3551 7TH STREET", "city": "MOLINE", "state": "IL", "zip": "61265", "phone": "3097363580"}, "mail-address": {"street1": "3551 7TH STREET", "city": "MOLINE", "state": "IL", "zip": "61265"}, "former-company": {"former-conformed-name": "QUAD CITY HOLDINGS INC", "date-changed": "19930805"}}
Filed by Bowne Pure Compliance
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 13, 2009
QCR Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
000-22208
42-1397595
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3551 Seventh
Street
Moline, Illinois
61265
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(309) 743-7721
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 13, 2009, QCR Holdings, Inc. (the "Company"),
pursuant to the Capital Purchase Program implemented as a component of the
Troubled Asset Relief Program ("TARP"), entered into a Letter
Agreement, which includes the Securities Purchase Agreement – Standard
Terms (collectively, the "Purchase Agreement"), with the United
States Department of the Treasury ("Treasury"), pursuant to which
the Company issued and sold to Treasury: (i) 38,237 shares of the
Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series D
(the "Series D Preferred Stock"); and (ii) a warrant
(the "Warrant") to purchase 521,888 shares of the Company's
common stock, par value $1.00 per share (the "Common Stock"), for
an aggregate purchase price of $38.237 million in cash. The Purchase
Agreement is attached as Exhibit 10.1 hereto and incorporated by reference
herein.
The Series D
Preferred Stock will qualify as Tier 1 capital and will pay cumulative
dividends at a rate of 5% per annum for the first five years, and 9% per annum
thereafter. The Series D Preferred Stock may be redeemed by the Company
after three years. Prior to the end of three years, the Series D Preferred
Stock may be redeemed, in whole or in part, by the Company only with the
proceeds of a sale of qualifying equity securities of the Company (a
"Qualified Equity Offering") yielding aggregate gross proceeds to
the Company of at least 25 percent of the aggregate issue price of the
Series D Preferred Stock. Any redemption of the Series D Preferred
Stock will be at the per share liquidation amount of $1,000 per share, plus any
accrued and unpaid dividends. The restrictions on redemption are set forth in
the Certificate of Designations described in Item 5.03 below.
Prior to the third
anniversary of Treasury's purchase of the Series D Preferred Stock,
unless the Series D Preferred Stock has been redeemed or Treasury has
transferred all of the Series D Preferred Stock to one or more third
parties, the consent of Treasury will be required for the Company to:
(i) increase the dividend paid on its Common Stock; or
(ii) repurchase its Common Stock or other equity or capital securities,
other than in connection with benefit plans consistent with past practice and
certain other circumstances specified in the Purchase Agreement. The
Series D Preferred Stock will be non-voting except for class voting rights
on matters that would adversely affect the rights of the holders of the
Series D Preferred Stock.
The Warrant has a
ten-year term and is immediately exercisable upon its issuance, with an
exercise price, subject to anti-dilution adjustments, equal to $10.99 per share
of the Common Stock. The Warrant is attached as Exhibit 4.2 hereto and
incorporated by reference herein.
If the Company
receives aggregate cash proceeds of not less than $38.237 million from one
or more Qualified Equity Offerings on or prior to December 31, 2009, the
number of shares of Common Stock issuable pursuant to Treasury's exercise
of the Warrant will be reduced by one-half of the original number of shares,
taking into account all adjustments, underlying the Warrant. Pursuant to the
Purchase Agreement, Treasury has agreed not to exercise voting power with
respect to any shares of Common Stock issued upon exercise of the Warrant.
The Series D
Preferred Stock and the Warrant were issued in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended. Upon the request of Treasury at any time, the Company has agreed to
promptly enter into a deposit
arrangement pursuant to which the
Series D Preferred Stock may be deposited and depositary shares
("Depositary Shares"), representing fractional shares of
Series D Preferred Stock, may be issued. The Company has agreed to
register the Warrant and the shares of Common Stock underlying the Warrant (the
"Warrant Shares") as promptly as practicable after the date hereof.
The Company has also agreed to register the shares of Series D Preferred
Stock upon the written request of Treasury. Neither the Series D Preferred
Stock nor the Warrant will be subject to any contractual restrictions on
transfer, except that Treasury may only transfer or exercise an aggregate
one-half of the Warrant Shares prior to the earlier of the date on which the
Company receives aggregate cash proceeds of not less than $38.237 million
from one or more Qualified Equity Offerings and December 31, 2009.
Item 3.02. Unregistered
Sales of Equity Securities.
The information set
forth under "Item 1.01. Entry into a Material Definitive
Agreement" is incorporated by reference into this Item 3.02.
Item 3.03. Material
Modification to Rights of Securityholders.
As a result of the
Company's issuance of the Series D Preferred Stock on
February 13, 2009, the ability of the Company to declare or pay dividends
or distributions on, or purchase, redeem or otherwise acquire for
consideration, shares of its Common Stock will be subject to restrictions,
including the restriction against increasing dividends from the last
semi-annual cash dividend declared on the Common Stock prior to
October 14, 2008, which was $0.04 per share. The redemption, purchase or
other acquisition of other classes of stock and trust preferred securities of
the Company or its affiliates also will be restricted. These restrictions will
terminate on the earlier of (a) the third anniversary of the date of
issuance of the Series D Preferred Stock and (b) the date on which
the Series D Preferred Stock has been redeemed in whole or Treasury has
transferred all of the Series D Preferred Stock to one or more third
parties. The restrictions described in this paragraph are set forth in the
Purchase Agreement.
In addition,
pursuant to the Certificate of Designations setting forth the preferences,
qualifications, limitations, restrictions and rights of the Series D
Preferred Stock, the ability of the Company to declare or pay dividends or
distributions on, or repurchase, redeem or otherwise acquire for consideration,
shares of its Common Stock will be subject to restrictions in the event that
the Company fails to declare and pay full dividends (or declare and set aside a
sum sufficient for payment thereof) on its Series D Preferred Stock. These
restrictions are set forth in the Certificate of Designations described in
Item 5.03.
2
Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensation Arrangements of Certain Officers.
Pursuant to the
Purchase Agreement, the Company has agreed that, until such time as Treasury
ceases to own any debt or equity securities of the Company acquired pursuant to
the Purchase Agreement or the Warrant, the Company's employee benefit
plans and other executive compensation arrangements with its "senior
executive officers" must comply in all respects with Section 111(b)
of the Emergency Stabilization Act of 2008 (the "EESA"), as
implemented by regulations under the EESA issued by Treasury. The
Company's "senior executive officers" are
initially: Douglas M. Hultquist,
President and Chief Executive Officer; Michael A. Bauer, Vice Chairman; Todd A.
Gipple, Executive Vice President, Chief Operating Officer and Chief Financial
Officer; and Larry J. Helling, President and Chief Executive Officer of Cedar
Rapids Bank & Trust. Each of the Company's senior executive officers
executed a waiver pursuant to the terms of the Purchase Agreement, a form of
which is attached as Exhibit 10.2 hereto and incorporated by reference
herein.
Accordingly, in the
Purchase Agreement, the Company has agreed to not adopt any benefit plans or
other executive compensation arrangements with respect to, or which covers, its
senior executive officers that do not comply with the EESA. In addition, each
of the Company's senior executive officers entered into an Omnibus
Amendment to Employee Benefit Plans with the Company for the purpose of
amending each senior executive officer's benefit plans and other
executive compensation arrangements in order to comply with the relevant
elements of the EESA and Treasury regulations promulgated thereunder. A form of
the Omnibus Amendment is attached as Exhibit 10.3 hereto and incorporated
by reference herein.
Item 5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
February 10, 2009, the Company filed a Certificate of Amendment with the
Secretary of State of the State of Delaware for the purpose of amending its
Certificate of Incorporation to modify the rights and preferences of the
Series B Non-Cumulative Perpetual Preferred Stock and Series C
Non-Cumulative Perpetual Preferred Stock of the Company. The modification of
the rights and preferences of the Series B Non-Cumulative Perpetual
Preferred Stock and Series C Non-Cumulative Perpetual Preferred Stock of
the Company was required for the Company to participate in the TARP Capital
Purchase Program. The Certificate of Amendment is attached as Exhibit 3.1
hereto and incorporated by reference herein. Also on February 10, 2009,
the Company filed a Certificate of Designations with the Secretary of State of
the State of Delaware for the purpose of amending its Certificate of
Incorporation to fix the designations, preferences, voting powers and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions of the Series D Preferred Stock. The Series D
Preferred Stock has a liquidation preference of $1,000 per share. The
Certificate of Designations is attached as Exhibit 3.2 hereto and
incorporated by reference herein.
Item 8.01. Other Events.
On
February 13, 2009, the Company issued a press release announcing the
consummation of the transactions described above under "Item 1.01.
Entry into a Material Definitive Agreement." A copy of the press release
is attached as Exhibit 99.1 hereto and incorporated by reference herein.
3
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
. The following exhibits are
filed herewith:
3.1
Certificate of Amendment to the Certificate of
Incorporation of QCR Holdings, Inc., as filed with the Secretary of State of
the State of Delaware on February 10, 2009, modifying the rights and
preferences of the Series B Non-Cumulative
Perpetual Preferred Stock and Series C Non-Cumulative Perpetual Preferred
Stock of QCR Holdings.
3.2
Certificate of Designations of Fixed Rate
Cumulative Perpetual Preferred Stock, Series D, as filed with the
Secretary of State of the State of Delaware on February 10, 2009.
4.1
Form of Stock Certificate for Fixed Rate
Cumulative Perpetual Preferred Stock, Series D.
4.2
Warrant to Purchase Common Stock, dated
February 13, 2009.
10.1
Letter Agreement, dated February 13,
2009, by and between QCR Holdings, Inc., and the United States Department of
the Treasury, which includes the Securities Purchase Agreement – Standard
Terms attached as Exhibit A thereto, with respect to the issuance and sale
of Fixed Rate Cumulative Perpetual Preferred Stock, Series D, and the
Warrant to Purchase Common Stock.
10.2
Form of Waiver, executed by each of the
Company's senior executive officers.
10.3
Form of Omnibus Amendment, executed by the
Company and each of the Company's senior executive officers.
99.1
Press Release, dated February 13,
2009.
4
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
QCR Holdings, Inc.
Dated: February 13, 2009
By:
/s/ Douglas M. Hultquist
Douglas M. Hultquist
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number
Description
3.1
Certificate of Amendment to the Certificate of
Incorporation of QCR Holdings, Inc., as filed with the Secretary of State of
the State of Delaware on February 10, 2009, modifying the rights and
preferences of the Series B Non-Cumulative
Perpetual Preferred Stock and Series C Non-Cumulative Perpetual Preferred
Stock of QCR Holdings.
3.2
Certificate of Designations of Fixed Rate
Cumulative Perpetual Preferred Stock, Series D, as filed with the
Secretary of State of the State of Delaware on February 10, 2009.
4.1
Form of Stock Certificate for Fixed Rate
Cumulative Perpetual Preferred Stock, Series D.
4.2
Warrant to Purchase Common Stock, dated
February 13, 2009.
10.1
Letter Agreement, dated February 13,
2009, by and between QCR Holdings, Inc., and the United States Department of
the Treasury, which includes the Securities Purchase Agreement – Standard
Terms attached as Exhibit A thereto, with respect to the issuance and sale
of Fixed Rate Cumulative Perpetual Preferred Stock, Series D, and the
Warrant to Purchase Common Stock.
10.2
Form of Waiver, executed by each of the
Company's senior executive officers.
10.3
Form of Omnibus Amendment, executed by the
Company and each of the Company's senior executive officers.
99.1
Press Release, dated February 13, 2009.