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 October 29, 2004
(Date of earliest event reported) October 29, 2004
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 (Registrant's
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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 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
On October 28, 2004 the Board of Directors of QCR Holdings, Inc. (the "Company")
amended the Company's Code of Conduct and Ethics Policy (the "Code") for its
employees, officers and directors. Amendments to the Code are described below
and an amended Code is furnished as an exhibit to this filing. The Code can also
be found on the Company's website at www.qcbt.com.
Generally, the Board amended the Code to more specifically address the
procedures for dealing with potential conflicts of interest. For potential
conflicts of interest involving directors, the Company requires that members of
its Board of Directors disclose to the Board all personal interests, along with
recusing themselves from participation in matters where there are conflicts
between the interests of the Company and the personal interests of the member of
the Board of Directors.
The amended Code also provides that all potential conflicts of interest,
including unintentional conflicts, should be disclosed to either the President
of the relevant subsidiary bank, an executive officer of the Company or the
Company's Board of Directors, as set forth in the Code. In certain instances
review and approval by the Board of Directors could be required.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 14.1 Revised Code of Conduct and Ethics Policy
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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: October 29, 2004 By: /s/ Todd A. Gipple
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Todd A. Gipple
Executive Vice President
and Chief Financial Officer
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