USE OF PROCEEDS

     ~~All~~
Unless the applicable prospectus supplement states otherwise, we will use the net proceeds we receive from the sale of the securities offered ~~pursuant~~hereby for general corporate purposes, which may include, among other things, investments in or advances to ~~this~~our subsidiaries, working capital, capital expenditures, stock repurchases, debt
repayment or the financing of possible acquisitions. The prospectus ~~are being offered~~supplement relating to a particular offering of securities by us will identify the ~~selling securityholders listed under “Selling Securityholders.” We will not receive any~~particular use of proceeds for that offering. Until we use the net proceeds from an offering, we may place the net proceeds in temporary investments or hold the net proceeds in deposit accounts at a banking subsidiary of the Company.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table reflects our ratio of earnings to fixed charges and ratio of earnings to fixed charges and preferred stock dividends for each of the years in the five-year period ended December 31, 2014, as well as for the six months ended June 30, 2015.
Preferred stock dividends during the year ended December 31, 2010 consisted solely of the amounts due on our Fixed Rate Cumulative Perpetual Preferred Stock, Series D, which we refer to as Series D Preferred Stock, and Series E Non-Cumulative Convertible Perpetual Preferred Stock, which we refer to as Series E Preferred Stock. Preferred stock dividends during the year ended December 31, 2011 consisted solely of the amounts due on our Series D Preferred Stock, Series E Preferred Stock and Senior Non-Cumulative Perpetual Preferred Stock, Series F, which we refer to as Series F Preferred Stock. Preferred stock dividends during the years ended December 31, 2013 and 2012 consisted solely of the amounts due on our Series E Preferred Stock and Series F Preferred Stock. Preferred stock dividends during the year ended December 31, 2014 consisted solely of the amounts due on our Series F Preferred Stock.
We did not pay any ~~sale~~preferred stock dividends for the six months ended June 30, 2015, because no shares of our preferred stock were outstanding during this period. Consequently, the ratios of earnings to fixed charges and preferred stock dividends for this period were the same as the ratios of earnings to fixed charges.
For purposes of computing the ratios of earnings to fixed charges and earnings to fixed charges and preferred stock dividends:
earnings represent income from continuing operations before income taxes, plus fixed charges;
fixed charges, excluding interest on deposits, include interest expense (other than on deposits), the portion of net rental expense deemed to be equivalent to interest on long-term debt, discount amortization and preferred stock dividends; and
fixed charges, including interest on deposits, include all interest expense, the portion of net rental expense deemed to be equivalent to interest on long-term debt, discount amortization and preferred stock dividends.
   For the six
months
ended
June 30,    For the years ended
December 31,
   2015    2014    2013    2012    2011    2010
Ratio of earnings to fixed charges:

Excluding interest on deposits
   1.47x       2.32x       2.12x       1.91x       1.40x       1.17x
Including interest on deposits
   1.34x       1.97x       1.83x       1.62x       1.25x       1.10x
Ratio of earnings to fixed charges and preferred stock dividends:

Excluding interest on deposits(1)
   1.47x       2.04x       1.55x       1.36x       0.90x       0.86x
Including interest on deposits(1)
   1.34x       1.79x       1.43x       1.27x       0.93x       0.91x
(1) For the years ended December 31, 2011 and 2010, the coverage deficiency was $2.3 million and $3.4 million, respectively, both including and excluding interest on deposits.
DESCRIPTION OF SECURITIES WE MAY OFFER
This prospectus contains summary descriptions of the common stock, preferred stock, debt securities, warrants, depositary shares, subscription rights, stock purchase contracts, stock purchase units and units that we may offer and sell from time to time. When one or more of these securities are offered in the future, a prospectus supplement will explain the particular terms of the securities and the extent to which these general provisions may apply. These summary descriptions and any summary descriptions in the applicable prospectus supplement do not purport to be complete descriptions of the terms and conditions of each security and are qualified in their entirety by reference to our Certificate of Incorporation, as amended (our “Certificate of Incorporation”), our Bylaws, as amended (our “Bylaws”), the Delaware General Corporation Law and any other documents referenced in such summary descriptions and from which such summary descriptions are derived. If any particular terms of a security described in the applicable prospectus supplement differ from any of the terms described in this prospectus, then the terms described in this prospectus will be deemed superseded by the ~~selling securityholders.~~

terms set forth in that prospectus supplement.
We may issue securities in book-entry form through one or more depositaries, such as The Depository Trust Company, Euroclear or Clearstream, named in the applicable prospectus supplement. Each sale of a security in book-entry form will settle in immediately available funds through the applicable depositary, unless otherwise stated. We will issue the securities in registered form, without coupons, although we may issue the securities in bearer form if so specified in the applicable prospectus supplement. If any securities are to be listed or quoted on a securities exchange or quotation system, the applicable prospectus supplement will say so.

DESCRIPTION OF ~~WARRANT TO PURCHASE COMMON~~CAPITAL STOCK

The following is a ~~brief description~~summary of the material terms, limitations, voting powers and relative rights of ~~the Warrant that may be resold~~our capital stock as contained in our Certificate of Incorporation, which is incorporated by ~~the selling securityholders.~~reference herein. This summary does not purport to be a complete description of the terms and conditions of our capital stock in all ~~respects. This description~~respects and is subject to and qualified in its entirety by reference to our Certificate of Incorporation, our Bylaws, the ~~Warrant, a copy~~Delaware General Corporation Law and any other documents referenced in the summary descriptions and from which the summary descriptions are derived. Although we believe this summary covers the material terms and provisions of ~~which was attached~~our capital stock set forth in our Certificate of Incorporation, it may not contain all of the information that is important to you.
Authorized Shares of Capital Stock
We have the authority to issue 20,000,000 shares of common stock, $1.00 par value per share, and 250,000 shares of preferred stock, $1.00 par value per share. As of September 22, 2015, we had 11,727,483 shares of common stock and no shares of preferred stock issued and outstanding.
Common Stock
Dividend Rights. Holders of our common stock are entitled to receive any cash dividends that may be declared by our board of directors. We are subject to various regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. Subject to these restrictions, the declaration and payment of future dividends to holders of our common stock will be atthe discretion of our board of directors and will depend upon our earnings and financial condition, our capital requirements and those of our subsidiaries, regulatory conditions and considerations and other factors as ~~an exhibit~~our board of directors may deem relevant. No cash dividends will be paid with respect to our ~~Current Report~~common stock for any period unless dividends for the same period, and any accumulated but unpaid dividends, with respect to any outstanding series of our preferred stock having preferential rights with respect to dividends have been paid.
Voting Rights. Each share of common stock entitles the holder thereof to one vote per share on all matters on which the holders of our common stock are entitled to vote. The common stock does not have cumulative voting rights.
~~Form 8-K~~Liquidation Rights. In the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, the holders of common stock are entitled to receive,pro rata, ~~filed on February 13, 2009~~our assets which are legally available for distribution, after payment of all debts and ~~incorporated by reference into this prospectus. See “Documents Incorporated By Reference.”~~

other liabilities and subject to the prior rights of any holders of preferred stock then outstanding.
Preemptive Rights. The holders of our common stock have no preemptive rights.
Miscellaneous.Shares of ~~Common Stock Subject to the Warrant~~

our common stock are not convertible into shares of any other class of capital stock. The ~~Warrant is initially exercisable into up to 521,888~~issued and outstanding shares of our common stock ~~at an exercise price~~are fully paid and nonassessable.
Preferred Stock
General. We may issue up to 250,000 shares of ~~$10.99~~preferred stock, $1.00 par value per ~~share. If we complete~~share, from time to time in one or more ~~qualified~~series. Our board of directors, without further approval of our stockholders, has the authority to fix the dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences, sinking funds and any other rights, preferences, privileges and restrictions applicable to each series of preferred stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our common stock.
We will describe the particular terms of any series of preferred stock being offered in the prospectus supplement relating to that series of preferred stock. Those terms may include:
the number of shares being offered;
the title and liquidation preference per share;
the purchase price;
the dividend rate or method for determining that rate;
the dates on which dividends will be paid;
whether dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will begin to accumulate;
any applicable redemption or sinking fund provisions;
any applicable conversion provisions;
whether we have elected to offer depositary shares with respect to that series of preferred stock; and
any additional dividend, liquidation and other rights and restrictions applicable to that series of preferred stock.
The shares of preferred stock will, when issued against full payment of their purchase price, be fully paid and nonassessable.
Dividend Rights. If you purchase preferred stock being offered by use of this prospectus and an applicable prospectus supplement, you will be entitled to receive, when, as and if declared by our board of directors, dividends at the rates and on the dates set forth in the prospectus supplement. Dividend rates may be fixed, variable or both. The nature, amount, rates, timing and other details of dividend rights for a series of preferred stock will be described in the applicable prospectus supplement and will be payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of our stock, as described in the applicable prospectus supplement. We are subject to various regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums.
Voting Rights. The voting rights of preferred stock of any series being offered will be described in the applicable prospectus supplement.
Liquidation Rights. In the event that we liquidate, dissolve or wind-up our affairs, either voluntarily or involuntarily, holders of our preferred stock will be entitled to receive liquidating distributions in the amount set forth in the applicable prospectus supplement, plus accrued and unpaid dividends, if any, before we make any distribution of assets to the holders of our common stock or any junior preferred stock. If we fail to pay in full all amounts payable with respect to preferred stock being offered by us and any stock having the same rank as that series of preferred stock, the holders of the preferred stock and of that other stock will share in any distribution of assets in proportion to the full respective preferential amounts to which they are entitled. After the holders of each series of preferred stock and any stock having the same rank as the preferred stock are paid in full, they will have no right or claim to any of our remaining assets. For any series of preferred stock being offered by this prospectus and an applicable prospectus supplement, neither the sale of all or substantially all of our property or business nor a merger or consolidation by us with any other corporation will be considered a dissolution, liquidation or winding-up of our business or affairs.
Redemption. The terms, if any, on which shares of a series of preferred stock being offered may be redeemed will be described in the applicable prospectus supplement. The preferred stock of a series may be redeemed in such amount or amounts, and at such time or times, if any, as may be provided in respect of that particular series of preferred stock. Preferred stock may be redeemed by the Company only to the extent legally permissible.
Conversion Rights. The applicable prospectus supplement will state the terms, if any, on which shares of a series of preferred stock being offered are convertible into shares of our common stock or another series of our preferred stock.
Series B Junior Participating Preferred Stock
We have 10,000 shares of preferred stock designated as Series B Junior Participating Preferred Stock (the “Series B Preferred Stock”), $1.00 par value per share, none of which were issued and outstanding as of September 22, 2015. As discussed under the heading “—Antitakeover Provisions—Stockholders’ Rights Agreement,” we declared a dividend of one right for each share of our common stock in conjunction with the adoption of a stockholders’ rights plan, which represented the right to purchase one one-thousandth of a share of Series B Preferred Stock. Pursuant to the terms of the stockholders’ rights plan, one right will be issued with each share of common stock issued by the Company, which right will be governed by the stockholders’ rights plan.
Anti-Takeover Provisions
General. Certain provisions of our Certificate of Incorporation, our Bylaws and the Delaware General Corporation Law may have the effect of impeding the acquisition of control of the Company by means of a tender offer, a proxy fight, open-market purchases or otherwise in a transaction not approved by our board of directors. These provisions may have the effect of discouraging a future takeover attempt which is not approved by our board of directors but which individual stockholders may deem to be in their best interests or in which our stockholders may receive a substantial premium for their shares over then-current market prices. As a result, stockholders who might desire to participate in such a transaction may not have an opportunity to do so. Such provisions will also render the removal of our current board of directors or management more difficult.
Certificate of Incorporation; Bylaws. These provisions of our Certificate of Incorporation and our Bylaws include the following:
Our board of directors may issue additional authorized shares of our capital stock to deter future attempts to gain control of the Company, and have the authority to determine the terms of any one or more series of preferred stock, such as voting rights, conversion rates and liquidation preferences. As a
result of the ability to fix voting rights for a series of preferred stock, our board has the power, to the extent consistent with its fiduciary duties, to issue a series of preferred stock to persons friendly to management in order to attempt to block a merger or other transaction by which a third party seeks control, and thereby assist the incumbent board of directors and management to retain their respective positions;
Our Certificate of Incorporation does not provide for cumulative voting for any purpose, and our Certificate of Incorporation also provides that any action required or permitted to be taken by stockholders may be taken only at an annual or special meeting and prohibits stockholder action by written consent in lieu of a meeting unless authorized by not less than 80% of the directors;
Certain transactions (including any merger or consolidation, the sale, lease or exchange of all of substantially all assets, any issuance or transfer of any voting securities to any other entity in exchange for cash, assets or securities, and the voluntary dissolution of the Company) must be approved by at least 75% of the outstanding voting stock, unless approved by not less than 80% of the directors;
When evaluating a proposal by another person to make a tender or exchange offer for an equity ~~offerings~~security, to merge or consolidate with us or to purchase or otherwise acquire all or substantially all of our assets, our Certificate of Incorporation allows the board of directors to consider non-stockholder interests, such as the social and economic effects of the transaction on us and our subsidiaries and the other elements of the communities in which we and our subsidiaries operate or ~~prior~~are located; and
The amendment of our Certificate of Incorporation must be approved by a majority vote of the board of directors and also by a majority vote of the outstanding shares of our common stock, provided, however, that an affirmative vote of at least 75% of the outstanding voting stock entitled to ~~December 31, 2009 that result in~~vote is required to amend or repeal certain provisions of our ~~receipt~~Certificate of ~~aggregate gross proceeds~~Incorporation, including provisions (a) governing amendment of our Bylaws, (b) relating to the use of written ballots, (c) limiting business combinations with interested stockholders, (d) limiting the stockholders’ ability to act by written consent, and (e) regarding amendment of the foregoing supermajority provisions of our Certificate of Incorporation. Our Bylaws may be amended only by vote of 80% of the board of directors or by affirmative vote of not less than ~~$38,237,000,~~75% of the outstanding shares of stock then entitled to vote.
Stockholders’ Rights Agreement. On May 8, 2013, we entered into the Amended and Restated Rights Agreement, which we refer to as the Amended Rights Agreement, between the Company and Quad City Bank & Trust Company, as rights agent. The Amended Rights Agreement amended, restated and replaced the Rights Agreement, which we refer to as the Original Rights Agreement, between the same parties, dated as of September 11, 2003, which previously governed the preferred stock purchase rights, or the Rights, granted thereunder. The Amended Rights Agreement was approved by our stockholders at the 2013 annual meeting.
The Original Rights Agreement was implemented to reduce our vulnerability to takeover attempts and certain other transactions which have not been negotiated with and approved by members of our board of directors. In connection with the Original Rights Agreement, our board of directors authorized and declared a dividend of one Right for each share of our common stock outstanding as of the close of business on September 22, 2003, with each Right representing the right to purchase one one-thousandth (subject to adjustment) of a share of Series B Preferred Stock. Since that time, Rights have been automatically issued with each share of common stock we issue. The Rights have no immediate economic value to our stockholders and cannot be exercised unless and until a person, group or entity acquires 20% or more of our common stock or announces a tender offer. The Rights Agreement also permits our board of directors to redeem each right for $0.01 under various circumstances. In general, the Rights Agreement provides that if a person, group or entity acquires a 20% or larger stake in the Company or announces a tender offer, and our board of directors chooses not to redeem the rights, all holders of rights, other than the 20% stockholder or the tender offeror, will be able to purchase a certain amount of our common stock for half of its market price. The Rights Agreement will expire pursuant to its terms on May 1, 2016.
Delaware Law. As we have not elected to opt out of the applicability of Section 203 of the Delaware General Corporation Law in our Certificate of Incorporation, we are currently governed by this section of Delaware law. Under Section 203 of the Delaware General Corporation Law, subject to exceptions, we are prohibited from engaging in any business combination with any interested stockholder for a period of three years following the time that the stockholder became an interested stockholder. For this purpose, an “interested stockholder” generally includes current and certain former holders of 15% or more of our outstanding stock. The provisions of Section 203 may encourage companies interested in acquiring us to negotiate in advance with our board of directors. These provisions may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
Banking Laws. The ability of a third party to acquire the Company is ~~equal~~also subject to applicable banking laws and regulations. The Bank Holding Company Act of 1956 (the “BHCA”) and the regulations thereunder require any “bank holding company” (as defined in the BHCA) to obtain the approval of the Federal Reserve prior to acquiring more than 5% of the outstanding shares of a class of our voting stock. Any person other than a bank holding company is required to obtain prior approval of the Federal Reserve to acquire 10% or more of the outstanding shares of a class of our voting stock under the Change in Bank Control Act of 1978. Any holder of 25% or more (or between 10% and 25%, if the holder is unable to rebut the presumption that it controls the Company) of the outstanding shares of a class of our voting stock, other than an individual, is subject to supervision and regulation as a bank holding company under the BHCA. In calculating a holder’s aggregate ownership of our common stock for purposes of these banking regulations, the Federal Reserve likely would include at least the minimum number of shares (and could instead include the maximum number of shares) of our common stock that a holder is entitled to receive pursuant to securities convertible into or settled in our common stock.
DESCRIPTION OF DEBT SECURITIES
General
The debt securities that we may offer using this prospectus consist of notes, debentures or other evidences of indebtedness. Any debt securities that we offer and sell will be our direct obligations. Debt securities may be issued in one or more series. All debt securities of any one series need not be issued at the same time, and unless otherwise provided, a series of debt securities may be reopened, with the required consent of the holders of outstanding debt securities, for issuance of additional debt securities of that series or to establish additional terms of that series of debt securities (with such additional terms applicable only to unissued or additional debt securities of that series). The form of indenture is subject to any amendments or supplements that we may enter into with the trustee(s). The material terms of the indenture are summarized below and we refer you to the indenture for a detailed description of these material terms. Additional or different provisions that are applicable to a particular series of debt securities will, if material, be described in a prospectus supplement relating to the offering of debt securities of that series. These provisions may include, among other things and to the extent applicable, the following:
the title of the debt securities, including, as applicable, whether the debt securities will be issued as senior debt securities, senior subordinated debt securities, subordinated debt securities or junior subordinated debt securities, and any subordination provisions particular to the series of debt securities;
any limit on the aggregate principal amount of the debt securities;
if other than 100% of the aggregate ~~liquidation preference~~principal amount, the percentage of the ~~Series D Preferred Stock,~~aggregate principal amount at which we will sell the debt securities (i.e., original issuance discount);
the date or dates, whether fixed or extendable, on which the principal of the debt securities will be payable;
the rate or rates, which may be fixed or variable, at which the debt securities will bear interest, if any, the date or dates from which any such interest will accrue, the interest payment dates on which we will
pay any such interest, the basis upon which interest will be calculated if other than that of a 360-day year consisting of twelve 30-day months, and, in the case of registered securities, the record dates for the determination of holders to whom interest is payable;
the place or places where the principal of, and any premium or interest on, the debt securities will be payable and, if applicable, where the debt securities may be surrendered for conversion or exchange;
whether we may, at our option, redeem, repurchase or repay the debt securities, and if so, the price or prices at which, the period or periods within which, and the terms and conditions upon which, we may redeem, repurchase or repay the debt securities, in whole or in part, pursuant to any sinking fund or otherwise;
if other than 100% of the aggregate principal amount thereof, the portion of the principal amount of the debt securities which will be payable upon declaration of acceleration of the maturity date thereof or provable in bankruptcy, or, if applicable, which is convertible or exchangeable;
any obligation we may have to redeem, purchase or repay the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities, and the price or prices at which, the currency in which and the period or periods within which, and the other terms and conditions upon which, the debt securities will be redeemed, purchased or repaid, in whole or in part, pursuant to any such obligation, and any provision for the remarketing of the debt securities;
whether the debt securities will be registered securities or unregistered securities or both, and the rights of the holders of the debt securities to exchange unregistered securities for registered securities, or vice-versa, and the circumstances under which any such exchanges, if permitted, may be made;
the denominations, which may be in U.S. dollars or in any foreign currency, in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;
whether the debt securities will be issued in the form of certificated debt securities, and if so, the form of the debt securities (or forms thereof if unregistered and registered securities are issuable in that series), including the legends required by law or as we deem necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any other certificates which may be required under the indenture or which we may require in connection with the offering, sale, delivery or exchange of the debt securities;
if other than U.S. dollars, the currency or currencies in which payments of principal, interest and other amounts payable with respect to the debt securities will be denominated, payable, redeemable or repurchasable, as the case may be;
whether the debt securities may be issuable in tranches;
the obligations, if any, we may have to permit the conversion or exchange of the debt securities into common stock, preferred stock or other capital stock or property, or a combination thereof, and the terms and conditions upon which such conversion or exchange will be effected (including the conversion price or exchange ratio), and any limitations on the ownership or transferability of the securities or property into which the debt securities may be converted or exchanged;
any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the debt securities;
if the debt securities do not bear interest, the applicable dates required under the indenture for furnishing information to the trustee regarding the holders of the debt securities;
any deletions from, modifications of or additions to (a) the events of default with respect to the debt securities or (b) the rights of the trustee or the holders of the debt securities in connection with events of default;
any deletions from, modifications of or additions to the covenants with respect to the debt securities;
if the amount of payments of principal of, and make-whole amount, if any, and interest on the debt securities may be determined with reference to an index, the manner in which such amount will be determined;
whether the debt securities will be issued in whole or in part in the global form of one or more debt securities and, if so, the depositary for such debt securities, the circumstances under which any such debt security may be exchanged for debt securities registered in the name of, and under which any transfer of debt securities may be registered in the name of, any person other than such depositary or its nominee, and any other provisions regarding such debt securities;
whether, under what circumstances and the currency in which, we will pay additional amounts on the debt securities to any holder of the debt securities who is not a U.S. person in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem such debt securities rather than pay such additional amounts (and the terms of any such option);
whether the debt securities will be secured by any collateral and, if so, a general description of the collateral and the terms of any related security, pledge or other agreements;
the persons to whom any interest on the debt securities will be payable, if other than the registered holders thereof on the regular record date therefor; and
any other material terms or conditions upon which the debt securities will be issued.
Unless otherwise indicated in the applicable prospectus supplement, we will issue debt securities in fully registered form without coupons and in denominations of $1,000 and in integral multiples of $1,000, and interest will be computed on the basis of a 360-day year of twelve 30-day months. If any interest payment date or the maturity date falls on a day that is not a business day, then the payment will be made on the next business day without additional interest and with the same effect as if it were made on the originally scheduled date.
Unless otherwise indicated in the applicable prospectus supplement, the trustee will act as paying agent and registrar for the debt securities under the indenture. We may also act as paying agent under the indenture.
The applicable prospectus supplement will contain a description of U.S. federal income tax consequences relating to the debt securities, to the extent applicable.
Covenants
The applicable prospectus supplement will describe any covenants, such as restrictive covenants restricting us or any of our subsidiaries from incurring, issuing, assuming or guarantying any indebtedness or restricting us or any of our subsidiaries from paying dividends or acquiring any of our or its capital stock.
Consolidation, Merger and Transfer of Assets
Unless we indicate otherwise in the applicable prospectus supplement, the indenture will permit a consolidation or merger between us and another entity and/or the sale, conveyance or lease by us of all or substantially all of our property and assets; provided, however, that:
the resulting or acquiring entity, if other than us, is organized and existing under the laws of a U.S. jurisdiction and assumes all of our responsibilities and liabilities under the indenture, including the payment of all amounts due on the debt securities and performance of the covenants in the indenture;
immediately after the transaction, and giving effect to the transaction, no event of default under the indenture exists; and
we have delivered to the trustee an officers’ certificate stating that the transaction and, if a supplemental indenture is required in connection with the transaction, the supplemental indenture, comply with the indenture and that all conditions precedent to the transaction contained in the indenture have been satisfied.
If we consolidate or merge with or into any other entity, or sell or lease all or substantially all of our assets in compliance with the terms and conditions of the indenture, the resulting or acquiring entity will be substituted for us in the indenture and the debt securities with the same effect as if it had been an original party to the indenture and the debt securities. As a result, such successor entity may exercise our rights and powers under the indenture and the debt securities, in our name, and, except in the case of a lease, we will be released from all our liabilities and obligations under the indenture and under the debt securities.
Notwithstanding the foregoing, we may transfer all of our property and assets to another entity if, immediately after giving effect to the transfer, such entity is our wholly owned subsidiary. The term “wholly owned subsidiary” means any subsidiary in which we and/or our other wholly owned subsidiaries own all of the outstanding capital stock.
Modification and Waiver
Unless we indicate otherwise in the applicable prospectus supplement, under the indenture, some of our rights and obligations and some of the rights of the holders of the debt securities may be modified or amended with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities affected by the modification or amendment. However, the following modifications and amendments will not be effective against any holder without its consent:
a change in the stated maturity date of any payment of principal or interest;
a reduction in the principal amount of, or interest on, any debt securities;
an alteration or impairment of any right to convert at the rate or upon the terms provided in the indenture;
a change in the currency in which any payment on the debt securities is payable;
an impairment of a holder’s right to sue us for the enforcement of payments due on the debt securities; or
a reduction in the percentage of outstanding debt securities required to consent to a modification or amendment of the indenture or required to consent to a waiver of compliance with certain provisions of the indenture or certain defaults under the indenture.
Under the indenture, the holders of not less than a majority in aggregate principal amount of the outstanding debt securities may, on behalf of all holders of the debt securities:
waive compliance by us with certain restrictive provisions of the indenture; and
waive any past default under the indenture in accordance with the applicable provisions of the indenture, except a default in the payment of the principal of, or interest on, any series of debt securities.
Events of Default
Unless we indicate otherwise in the applicable prospectus supplement, “event of default” under the indenture will mean, with respect to any series of debt securities, any of the following:
failure to pay interest on any debt security for 30 days after the payment is due;
failure to pay the principal of any debt security when due, either at maturity, upon redemption, by declaration or otherwise;
failure on our part to observe or perform any other covenant or agreement in the indenture that applies to the debt securities for 90 days after we have received written notice of the failure to perform in the manner specified in the indenture; and
certain events of bankruptcy, insolvency or reorganization.
If an event of default occurs and continues, the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of such series may declare the entire principal of all the debt securities to be due and payable immediately, except that, if the event of default is caused by certain events of bankruptcy, insolvency or reorganization, the entire principal of all of the debt securities of such series will become due and payable immediately without any act on the part of the trustee or holders of the debt securities. If such a declaration occurs, the holders of a majority of the aggregate principal amount of the outstanding debt securities of such series can, subject to conditions, rescind the declaration.
The indenture requires us to furnish to the trustee, not less often than annually, a certificate from our principal executive officer, principal financial officer or principal accounting officer, as the case may be, as to such officer’s knowledge of our compliance with all conditions and covenants under the indenture. The trustee may withhold notice to the holders of debt securities of any default, except defaults in the payment of principal of, or interest on, any debt securities if the trustee in good faith determines that the withholding of notice is in the best interests of the holders. For purposes of this paragraph, “default” means any event which is, or after notice or lapse of time or both would become, an event of default under the indenture.
The trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any holders of debt securities, unless the holders offer the trustee satisfactory security or indemnity. If satisfactory security or indemnity is provided, then, subject to other rights of the trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities may direct the time, method and place of:
conducting any proceeding for any remedy available to the trustee; or
exercising any trust or power conferred upon the trustee.
The holder of a debt security will have the right to begin any proceeding with respect to the indenture or for any remedy only if:
the holder has previously given the trustee written notice of a continuing event of default;
the holders of not less than a majority in aggregate principal amount of the outstanding debt securities have made a written request of, and offered reasonable indemnity to, the trustee to begin such proceeding;
the trustee has not started such proceeding within 60 days after receiving the request; and
no direction inconsistent with such written request has been given to the trustee under the indenture.
However, the holder of any debt security will have an absolute right to receive payment of principal of, and interest on, the debt security when due and to institute suit to enforce payment.
Satisfaction and Discharge; Defeasance
Satisfaction and Discharge of Indenture. Unless otherwise indicated in the applicable prospectus supplement, if at any time,
we have paid the principal of and interest on all the debt securities of any series, except for debt securities which have been destroyed, lost or stolen and which have been replaced or paid in accordance with the indenture, as and when the same has become due and payable;
we have delivered to the trustee for cancellation all debt securities of any series theretofore authenticated, except for debt securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in the indenture; or
all the debt securities of such series not theretofore delivered to the trustee for cancellation have become due and payable, or are by their terms are to become due and payable within one year or are to
be called for redemption within one year, and we have deposited with the trustee, in trust, sufficient money or government obligations, or a combination thereof, to pay the principal, any interest and any other sums due on the debt securities, on the dates the payments are due or become due under the indenture and the terms of the debt securities;
then the indenture shall cease to be of further effect with respect to the debt securities of such series, except for (a) rights of registration of transfer and exchange, and our right of optional redemption, (b) substitution of mutilated, defaced, destroyed, lost or stolen debt securities, (c) rights of holders to receive payments of principal thereof and interest thereon upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (d) the rights, obligations and immunities of the trustee under the indenture, and (e) the rights of the holders of such series of debt securities as beneficiaries thereof with respect to the property so deposited with the trustee payable to all or any of them.
Defeasance and Covenant Defeasance. Unless otherwise indicated in the applicable prospectus supplement, we may elect with respect to any debt securities of any series either:
to defease and be discharged from all of our obligations with respect to such debt securities (“defeasance”), with certain exceptions described below; or
to be released from our obligations with respect to such debt securities under such covenants as may be specified in the applicable prospectus supplement, and any omission to comply with those obligations will not constitute a default or an event of default with respect to such debt securities (“covenant defeasance”).
We must comply with the following conditions before the defeasance or covenant defeasance can be effected:
we must irrevocably deposit with the indenture trustee or other qualifying trustee, under the terms of an irrevocable trust agreement in form and substance satisfactory to the trustee, trust funds in trust solely for the benefit of the holders of such debt securities, sufficient money or government obligations, or a combination thereof, to pay the principal, any interest and any other sums on the due dates for those payments; and
we must deliver to the trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or covenant defeasance, as the case may be, to be effected with respect to such debt securities and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such defeasance or covenant defeasance, as the case may be, had not occurred.
In connection with defeasance, any irrevocable trust agreement contemplated by the indenture must include, among other things, provision for (a) payment of the principal of and interest on such debt securities, if any, appertaining thereto when due (by redemption, sinking fund payments or otherwise), (b) the payment of the expenses of the trustee incurred or to be incurred in connection with carrying out such trust provisions, (c) rights of registration, transfer, substitution and exchange of such debt securities in accordance with the terms stated in the indenture, and (d) continuation of the rights, obligations and immunities of the trustee as against the holders of such debt securities as stated in the indenture.
The accompanying prospectus supplement may further describe any provisions permitting or restricting defeasance or covenant defeasance with respect to the debt securities of a particular series.
Global Securities
Unless otherwise indicated in the applicable prospectus supplement, each debt security offered by this prospectus will be issued in the form of one or more global debt securities representing all or part of that series of
debt securities. This means that we will not issue certificates for that series of debt securities to the holders. Instead, a global debt security representing that series will be deposited with, or on behalf of, a securities depositary and registered in the name of the depositary or a nominee of the depositary. Any such depositary must be a clearing agency registered under the Exchange Act. We will describe the specific terms of the depositary arrangement with respect to a series of debt securities to be represented by a global security in the applicable prospectus supplement.
Notices
We will give notices to holders of the debt securities by mail at the addresses listed in the security register. In the case of notice in respect of unregistered securities or coupon securities, we may give notice by publication in a newspaper of general circulation in New York, New York.
Governing Law
The indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York, except to the extent the Trust Indenture Act of 1939 is applicable.
Regarding the Trustee
From time to time, we may maintain deposit accounts and conduct other banking transactions with the trustee to be appointed under the indenture or its affiliates in the ordinary course of business.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock, common stock, other securities of the Company or any combination of the foregoing. Warrants may be issued alone or together with securities offered by any prospectus supplement and may be attached to, or separate from, those securities. The particular terms of any warrants will be described more specifically in the prospectus supplement relating to such warrants.
The prospectus supplement relating to any warrants we are offering will include specific terms relating to the offering. We will file the form of any warrant agreement with the SEC, and you should read the warrant agreement for provisions that may be important to you. The prospectus supplement will include some or all of the following information:
the title and specific designation of the warrants;
the aggregate number of warrants offered;
the amount of warrants outstanding, if any;
the designation, number and terms of the securities purchasable upon exercise of the warrants, and procedures that will result in the adjustment of those numbers;
the exercise price or prices of the warrants;
the dates or periods during which the warrants are exercisable;
the designation and terms of any securities with which the warrants are issued;
if the warrants are issued as a unit with another security, the date, if any, on and after which the warrants and the other security will be separately transferable;
if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;
any minimum or maximum amount of warrants that may be exercised at any one time;
the anti-dilution provisions of the warrants, if any;
if applicable, the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants; and
any other material terms of the warrants.
Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding-up, or to exercise voting rights, if any.
DESCRIPTION OF DEPOSITARY SHARES
This following is a summary of the general terms of the deposit agreement to govern any depositary shares we may offer representing fractional interests in shares of our preferred stock, the depositary shares themselves and the related depositary receipts. This summary does not purport to be complete in all respects and is subject to and qualified entirely by reference to the relevant deposit agreement and depositary receipt with respect to the depositary shares relating to any particular series of preferred stock. The specific terms of any depositary shares we may offer will be described in the applicable prospectus supplement. If so described in the applicable prospectus supplement, the terms of that series of depositary shares may differ from the general description of terms presented below.
General
We may offer fractional interests in shares of our preferred stock, rather than full shares of preferred stock, most likely in the event that our then authorized but yet undesignated shares of preferred stock is not sufficient to offer full shares of preferred stock. If we do, we will provide for the issuance by a depositary to the public of receipts for depositary shares, each of which will represent a fractional interest in a share of a particular series of preferred stock.
The shares of any series of preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company having its principal office in the U.S. and having a combined capital and surplus of such amount as may be set forth in the applicable prospectus supplement, which we refer to in this section as the depositary. We will name the depositary in the applicable prospectus supplement. Subject to the terms of the deposit agreement, each owner of a depositary share will have a fractional interest in all the rights and preferences of the preferred stock underlying the depositary share. Those rights include any dividend, voting, redemption, conversion and liquidation rights.
The depositary shares will be evidenced by depositary receipts issued under the deposit agreement. If you purchase fractional interests in shares of the related series of preferred stock, you will receive depositary receipts as described in the applicable prospectus supplement.
Unless we specify otherwise in the applicable prospectus supplement, you will not be entitled to receive the whole shares of preferred stock underlying the depositary shares.
Dividend Rights
The depositary will distribute all cash dividends or other cash distributions in respect of the preferred stock underlying the depositary shares to each record holder of depositary shares based on the number of the depositary
shares owned by that holder on the relevant record date. The depositary will distribute only that amount which can be distributed without attributing to any holder of depositary shares a fraction of one cent, and any balance not so distributed will be added to and treated as part of the next sum received by the depositary for distribution to record holders of depositary shares.
If there is a distribution other than in cash, the depositary will distribute property to the entitled record holders of depositary shares, unless the depositary determines that it is not feasible to make that distribution. In that case the depositary may, with our approval, adopt the method it deems equitable and practicable for making that distribution, including any sale of property and distribution of the net proceeds from this sale to the applicable holders.
The deposit agreement will also contain provisions relating to how any subscription or similar rights offered by us to holders of the preferred stock will be made available to the holders of depositary shares.
Voting Rights
When the depositary receives notice of any meeting at which the holders of the preferred stock may vote, the depositary will mail information about the meeting contained in the notice, and any accompanying proxy materials, to the record holders of the depositary shares relating to the preferred stock. Each record holder of such depositary shares on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the depositary as to how the preferred stock underlying the holder’s depositary shares should be voted.
Conversion or Exchange Rights
If any series of preferred stock underlying the depositary shares is subject to conversion or exchange, the applicable prospectus supplement will describe the rights or obligations of each record holder of depositary receipts to convert or exchange the depositary shares.
Redemption
If the series of the preferred stock underlying the depositary shares is subject to redemption, all or a part of the depositary shares will be redeemed from the redemption proceeds of that series of the preferred stock held by the depositary. The redemption price per depositary share will bear the same relationship to the redemption price per share of preferred stock that the depositary share bears to the underlying preferred stock. Whenever we redeem preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the preferred stock redeemed. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as determined by the depositary.
After the date fixed for redemption, the depositary shares called for redemption will no longer be outstanding. When the depositary shares are no longer outstanding, all rights of the holders will cease, except the right to receive money or other property that the holders of the depositary shares were entitled to receive upon the redemption. Payments will be made when holders surrender their depositary receipts to the depositary.
Taxation
Owners of depositary shares will be treated for U.S. federal income tax purposes as if they were owners of the preferred stock represented by the depositary shares. If necessary, the applicable prospectus supplement will provide a description of U.S. federal income tax consequences relating to the purchase and ownership of the depositary shares and the preferred stock represented by the depositary shares.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement between us and the depositary at any time. However, certain amendments as specified in the applicable prospectus supplement will not be effective unless approved by the record holders of at least a majority of the depositary shares then-outstanding. A deposit agreement may be terminated by us or the depositary only if:
all outstanding depositary shares relating to the deposit agreement have been redeemed; or
there has been a final distribution on the preferred stock of the relevant series in connection with our liquidation, dissolution or winding up of our business and the distribution has been distributed to the holders of the related depositary shares.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay associated charges of the depositary for the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges and any other charges that are stated to be their responsibility in the deposit agreement.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering notice to us. We may also remove the depositary at any time. Resignations or removals will take effect when a successor depositary is appointed and it accepts the appointment.
DESCRIPTION OF SUBSCRIPTION RIGHTS
This following is a summary of the general terms of the subscription rights to purchase common stock or other securities that we may offer to stockholders using this prospectus. This summary does not purport to be complete in all respects and is subject to and qualified entirely by reference to the applicable forms of subscription agent agreement and subscription certificate for a full understanding of all terms of any series of subscription rights.
Subscription rights may be issued independently or together with any other security and may or may not be transferable. As part of any subscription rights offering, we may enter into a standby underwriting or other arrangement under which the underwriters or any other person would purchase any securities that are not purchased in such subscription rights offering. If we issue subscription rights, they will be governed by a separate subscription agent agreement that we will sign with a bank or trust company, as rights agent, that will be named in the applicable prospectus supplement. The rights agent will act solely as our agent and will not assume any obligation to any holders of subscription rights certificates or beneficial owners of subscription rights.
The prospectus supplement relating to any subscription rights we offer will describe the specific terms of the offering and the subscription rights, including the record date for stockholders entitled to the subscription rights distribution, the number of subscription rights issued and the number of shares of common stock ~~underlying the Warrant then held by the selling securityholders will~~or other securities that may be ~~reduced by 50% to 260,944 shares. The number of shares subject to the Warrant are subject to the further adjustments described below under the heading “Adjustments to the Warrant.”~~

~~Exercise~~purchased upon exercise of the ~~Warrant~~

The initial exercise price applicable to the Warrant is $10.99 per share of common stock for which the Warrant may be exercised. The Warrant may be exercised at any time on or before February 13, 2019 by surrender of the Warrant and a completed notice of exercise attached as an annex to the Warrant and the payment ofsubscription rights, the exercise price ~~for~~of the ~~shares of common stock for~~subscription rights, the date on which the ~~Warrant is being exercised. The exercise price may be paid either by~~subscription rights will become effective and the ~~withholding by us of such~~date on which the subscription rights will expire, and any material U.S. federal income tax considerations.
In general, a subscription right entitles the holder to purchase for cash a specific number of shares of common stock ~~issuable~~or other securities at a specified exercise price. The rights are normally issued to stockholders as of a specific record date, may be exercised only for a limited period of time and become void following the expiration of such period. If we determine to issue subscription rights, we will accompany this prospectus with a prospectus supplement that will describe, among other things:
the record date for stockholders entitled to receive the subscription rights;
the number of shares of common stock or other securities that may be purchased upon exercise of each subscription right;
the ~~Warrant equal to the value of the aggregate~~ exercise price of the ~~Warrant determined by reference to~~subscription rights;
whether the ~~market price of our common stock on~~ subscription rights are transferable;
the ~~trading day on~~period during which the ~~Warrant is~~subscription rights may be exercised ~~or, if agreed~~and when they will expire;
the steps required to ~~by us and~~exercise the subscription rights;
whether the subscription rights include “oversubscription rights” so that the holder ~~of the Warrant, by the payment of cash equal~~may purchase more securities if other holders do not purchase their full allotments; and
whether we intend to ~~the aggregate exercise price. The exercise price applicable to the Warrant is subject to further adjustments described below under the heading “Adjustments to the Warrant.”~~
~~Upon exercise of the Warrant, certificates for~~sell the shares of common stock ~~issuable upon exercise~~or other securities that are not purchased in the rights offering to an underwriter or other purchaser under a contractual “standby” commitment or other arrangement.
If fewer than all of the subscription rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement. After the close of business on the expiration date of a subscription rights offering, all unexercised subscription rights will ~~be issued~~become void.
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the ~~holder of the Warrant. We will not issue fractional shares upon any exercise of the Warrant. Instead, the holder of the Warrant will be entitled to~~holders, a cash payment equal to the market price of our common stock on the last day preceding the exercise of the Warrant (less the pro-rated exercise price of the Warrant) for any fractional shares that would have otherwise been issuable upon exercise of the Warrant. We will at all times reserve the aggregatespecified number of shares of our common stock ~~for which the Warrant may be exercised.~~

~~Rights as~~or preferred stock at a ~~Stockholder~~

~~The holder of the Warrant shall not have any of the rights~~future date or privileges of a holder of our common stock, including any voting rights, until (and then only to the extent) the Warrant has been exercised. The initial selling securityholder has agreed not to exercise any voting rights with respect to any shares of our common stock issued upon exercise of the Warrant.

~~Transferability~~

~~The initial selling securityholder may not transfer a portion of the Warrant with respect to more than 260,944 shares of our common stock until the earlier of the date on~~dates, which we ~~have received aggregate gross proceeds from a qualified equity offering of at least $38,237,000~~refer to in this prospectus as “Stock Purchase Contracts.” The price per share, and ~~December 31, 2009. The Warrant, and all rights under the Warrant, are otherwise transferable.~~

~~Adjustments to the Warrant~~

~~The~~ number of shares, of our common stock ~~issuable upon exercise of~~or preferred stock may be fixed at the ~~Warrant (the “Warrant Shares”) and~~time the ~~Warrant exercise price will~~Stock Purchase Contracts are issued or may be ~~adjusted upon occurrence of certain events as follows:~~

~~In the case of stock splits, subdivisions, reclassifications or combinations of common stock.~~ ~~The number of Warrant Shares and the exercise price for the Warrant will be proportionately adjusted~~determined by reference to a specific formula set forth in the ~~event we pay dividends~~Stock Purchase Contracts. The Stock Purchase Contracts may be issued separately or ~~make distributions~~as a part of units consisting of a Stock Purchase Contract and our ~~common stock,~~debt securities or ~~subdivide, combine or reclassify shares~~debt obligations of ~~our common stock.~~

Inthird parties, including Treasury securities, securing the ~~case of issuance of our common stock (or convertible securities) for less than 90% of~~holders’ obligations to purchase the ~~market price of our common stock on the last trading day preceding the date of the agreement on pricing such shares.Until the earlier of (i) the date on which the initial selling securityholder no longer holds the Warrant or any portion thereof and (ii) February 13, 2012, if we issue~~ shares of our common stock ~~(or securities convertible or exercisable into shares of our common stock) for less than 90%~~under the Stock Purchase Contracts, which we refer to in this prospectus as “Stock Purchase Units.” The Stock Purchase Contracts may require holders to secure their obligations thereunder in a specified manner. The Stock Purchase Contracts also may require us to make periodic payments to the holders of the ~~market price~~Stock Purchase Units or vice-versa and such payments may be unsecured or prefunded on some basis.
The applicable prospectus supplement will describe the terms of ~~our common stock on~~any Stock Purchase Contracts or Stock Purchase Units. The description in the ~~last trading day prior~~prospectus supplement will not necessarily be complete, and reference will be made to ~~pricing such shares,~~ the ~~number of Warrant Shares~~Stock Purchase Contracts, and, if applicable, collateral or depositary arrangements, relating to the Stock Purchase Contracts or Stock Purchase Units. Material U.S. federal income tax considerations applicable to the Stock Purchase Units and the ~~exercise price for~~Stock Purchase Contracts will also be discussed in the ~~Warrant will be proportionately adjusted. Adjustments will not be made if shares are issued as part~~applicable prospectus supplement.
DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units consisting of ~~merger consideration, benefit~~one or ~~compensation plans, a registered or Rule 144A offering, or preemptive rights existing as of February 13, 2009.~~

~~Other Distributions.~~~~In the event we make a distribution of~~more debt securities, ~~evidences of indebtedness, assets, cash, rights or warrants to holders of our common stock, the exercise price of the Warrant and the number of Warrant Shares will be proportionately adjusted.~~

~~In the case of a pro rata repurchase of our common stock.~~~~A “pro rata repurchase” is defined as any repurchase of~~ shares of common stock, ~~by us pursuant~~shares of preferred stock or warrants or any combination of such securities, including guarantees of any securities.
A prospectus supplement and any other offering materials relating to any ~~tender offer~~units issued under the registration statement containing this prospectus will specify the terms of the units, including:
the terms of the units and of any of the debt securities, common stock, preferred stock, warrants and guarantees comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
a description of the terms of any unit agreement governing the units; and
a description of the provisions for the payment, settlement, transfer or exchange ~~offer subject to Section 13(e) or 14(e)~~ of the Exchange Act, or Regulation 14E thereunder or any other offer available to substantially all holders of our common stock. In any such transaction, the exercise price of the Warrant and the number of Warrant Shares will be proportionately adjusted.units.
In the case of a merger, consolidation, statutory share exchange, reclassification of our common stock or similar transaction that requires the approval of our stockholders (any such transaction, a “business combination”).In the event of a business combination, the right of the holder of the Warrant to receive the Warrant Shares will be converted into the right to exercise the Warrant to acquire the number of shares of stock or other securities or property (including cash) which the holder of the Warrant would have been entitled to receive upon consummation of the business combination if the holder of the Warrant had exercised the Warrant prior to such business combination.
~~Repurchase of the Warrant~~
Following the redemption of all of the outstanding Series D Preferred Stock held by the initial selling securityholder or the transfer of the Series D Preferred Stock to one or more unaffiliated third parties, we would be entitled to repurchase, in whole or in part, the Warrant at the fair market value of the Warrant. We are permitted to redeem the shares of Series D Preferred Stock at any time, provided that we redeem a minimum of 25% of the aggregate value of the Series D Preferred Stock as of February 13, 2009.
PLAN OF DISTRIBUTION
We ~~are registering~~may sell the securities covered by this prospectus ~~for~~from time to time at market prices prevailing at the ~~selling securityholders.~~
time of sale, at prices related to such prevailing market prices at the time of sale, at negotiated prices or at fixed prices, which may change from time to time. We ~~will pay the costs and fees of registering~~may sell the securities ~~covered~~directly to one or more purchasers, through agents, to dealers, through underwriters, brokers or dealers, or through a combination of any of these sales methods or through any other method permitted by law (including in “at the market” equity offerings as defined in Rule 415 of the Securities Act). We reserve the right to accept or reject, in whole or in part, any proposed purchase of securities, whether the purchase is to be made directly or through agents.
Each time that we use this prospectus ~~and other expenses related~~ to sell our securities, we will also provide a prospectus supplement, if required, that contains the ~~registration~~specific terms of the ~~securities to~~ offering, including:
the ~~extent required by~~name or names of the Securities Purchase Agreement — Standard Terms incorporated into the Letter Agreement, dated February 13, 2009, between us and the Treasury (the “Purchase Agreement”). However, we will not pay any underwriting discounts or commissions or other amounts payable to underwriters, dealers or agents, if any, and the types and amounts of securities underwritten or ~~any transfer taxes or other expenses associated with~~ purchased by each of them;
the ~~sale~~public offering price of the securities and the proceeds we will receive from the sale;
any over-allotment options under which underwriters may purchase additional securities from us;
any agency fees or underwriting discounts or other items constituting agents’ or underwriters’ compensation;
any discounts, commissions or concessions allowed or reallowed or paid to dealers; and
any securities exchange or market on ~~behalf~~which the securities may be listed.
Only underwriters that we have named in a prospectus supplement will be underwriters of the ~~selling securityholders. Pursuant to~~securities offered by that prospectus supplement.
If underwriters are used in the ~~Purchase Agreement, we have agreed to provide certain indemnification to the selling securityholders against certain liabilities in connection with this offering.~~
7

~~The selling securityholders~~sale, they will ~~act independently of us in making decisions with respect to the timing, manner and size of each sale of the securities.~~

~~When selling~~acquire the securities for their own account and may resell the ~~selling securityholders may enter into~~securities from time to time in one or more transactions at a fixed public offering price or ~~a combination~~at varying prices determined at the time of ~~hedging transactions with financial institutions, which we refer~~sale. The obligations of the underwriters to ~~as “counterparties,” in which the selling securityholders:~~

	•		~~enter into transactions involving short sales of~~purchase the securities ~~by counterparties;~~

	•		~~sell securities short themselves and redeliver such securities to close out their short positions; or~~

	•		enter into option, forward or other types of transactions that require the selling securityholders to deliver securities to a counterparty, who may resell or transfer the securities under this prospectus.

The selling securityholders may negotiate and pay broker-dealers’ commissions, discounts or concessions for their services. Broker-dealers engaged by a selling securityholder may allow other broker-dealers to participate in resales. The selling securityholders and any broker-dealers involved in the sale or resale of the securities may qualify as “underwriters” within the meaning of Section 2(11) of the Securities Act. In addition, the broker-dealers’ commissions, discounts or concessions may qualify as underwriters’ compensation under the Securities Act. If any selling securityholder qualifies as an “underwriter,” such selling securityholder will be subject to the ~~prospectus delivery requirements of the Securities Act.~~

In addition to selling the securities under this prospectus, the selling securityholders may transfer the securities in other ways not involving market makers or established trading markets, including directly by gift, distribution or other transfer. Moreover, the selling securityholders may decide not to sell any securities offered hereby.

The selling securityholders and any underwriters and distribution participants will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares by the selling securityholders. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market-making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to special exceptions or exemptions. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the securitiesconditions set forth in the ~~market. All of these limitations may affect the marketability of the securities and the ability of any person to engage in market-making activities with respect to the securities.~~

Underwriters and others who are deemed to be underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids.

applicable underwriting agreement. We will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act upon being notified by the selling securityholders that any material arrangement has been entered into with a broker-dealer for the sale of securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer. Such supplement may disclose:

	•		~~the name of the selling securityholders and of the participating broker-dealer(s);~~

	•		~~the number of securities involved;~~

	•		~~the price at which such securities were sold;~~

	•		~~the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable;~~

	•		~~that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and~~

	•		~~other facts material to the transaction.~~

Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A promulgated under the Securities Act may be sold under Rule 144 or Rule 144A in certain instances, rather than pursuant to this prospectus. In addition, the selling securityholders may transfer the shares by other means not described in this prospectus.

~~SELLING SECURITYHOLDERS~~

On February 13, 2009, we issued the Warrant covered by this prospectus, along with the Series D Preferred Stock, to the Treasury, which is the initial selling securityholder under this prospectus, in a transaction exempt from the registration requirements of the Securities Act. The initial selling securityholder, or its successors, including transferees, may from time to time offer and sell, pursuant to this prospectus or a supplement to this prospectus, any or all of the securities they own. The securities to be offered under this prospectus for the account of the selling securityholders are:

	•		~~the Warrant to purchase up to 521,888 shares of our common stock at an exercise price of $10.99 per share, subject to adjustment as described in this prospectus; and~~

	•		~~521,888 shares of our common stock issuable upon exercise of the Warrant, which shares, if issued, would represent ownership of approximately 10.4% of our common stock as of January 31, 2009.~~

~~For purposes of this prospectus, we have assumed that, after completion of the offering, none of the securities covered by this prospectus will be held by the selling securityholders.~~

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. To our knowledge, the initial selling securityholder has sole voting and investment power with respect to the securities, subject to restrictions on exercise of voting rights on the shares of common stock issuable upon exercise of the Warrant as described in “Description of Warrant to Purchase Common Stock” above.

~~We do not know when or in what amounts the selling securityholders~~ may offer the securities ~~for sale. The selling securityholders might not sell any~~to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by ~~this prospectus. Because~~ the ~~selling securityholders~~prospectus supplement, other than securities covered by any over-allotment option. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the applicable prospectus supplement.
We may provide agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
All securities we may offer, ~~all, some,~~other than common stock or ~~none~~other outstanding securities, will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.
Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, ~~pursuant~~either through exercise of the over-allotment option or in the open market after the distribution is completed, to ~~this offering, we cannot estimate~~cover short positions. Penalty bids permit the ~~number~~underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities ~~that will~~to be ~~held by~~higher than it would otherwise be. If commenced, the ~~selling securityholders after completion~~underwriters may discontinue any of the ~~offering.~~

~~Other than with respect~~activities at any time.
Under the securities laws of some states, to the ~~acquisition of~~extent applicable, the securities may be sold in such states only through registered or licensed brokers or dealers. In addition, if our common stock is no longer listed on the ~~initial selling securityholder has~~NASDAQ Global Market or another national securities exchange, in some states the securities may not ~~had a material relationship~~be sold unless such securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
LEGAL MATTERS
Certain legal matters in connection with ~~us.~~

~~Information about the selling securityholders may change over time and changed information will be set forth in supplements to~~any offering of securities made by this prospectus ~~if and when necessary.~~

~~LEGAL MATTERS~~

~~The validity of the Warrant and the securities offered hereby~~ will be passed upon for us by our counsel Barack Ferrazzano Kirschbaum & Nagelberg ~~LLP.~~

LLP of Chicago, Illinois. If the securities are being distributed in an underwritten offering, certain legal matters will be passed upon for the underwriters by counsel identified in the related prospectus supplement.
EXPERTS
~~EXPERTS~~
The consolidated financial statements of QCR Holdings, Inc. as of December 31, ~~2008~~2014 and ~~2007,~~2013, and for each of the years in the three-year period ended December 31, ~~2008,~~2014, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2014, have been incorporated by reference in this ~~registration statement by reference from our Annual Report on Form 10-K for~~prospectus in reliance upon the ~~year ended December 31, 2008, have been audited by~~reports of McGladrey ~~& Pullen,~~ LLP, an independent registered public accounting firm, ~~as set forth in their report thereon included in our Annual Report on Form 10-K, and are~~ incorporated by reference herein, ~~in reliance~~and upon ~~such report given on~~ the authority of ~~McGladrey & Pullen, LLP~~said firm as experts in accounting and auditing.
WHERE YOU CAN FIND ~~ADDITIONAL~~MORE INFORMATION
We are subject to the ~~information~~informational requirements of the Exchange Act ~~which means we are required to~~and file ~~annual, quarterly and current reports,~~with the SEC proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and ~~other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov.~~Current Reports on Form 8-K, as required of a U.S. listed company. You may ~~also~~ read and copy any document we file ~~with~~at the ~~SEC at its Public Reference Room~~SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. ~~You may also obtain~~Please call the SEC at 1-800-SEC-0330 for further information on the ~~operation~~public reference room. Our SEC filings are also available to the public from the SEC’s web site at www.sec.gov or on our website at www.qcrh.com. However, other than our available SEC filings, the information on, or that can be accessible through, our website does not constitute a part of, and is not incorporated by reference in, this prospectus. Written requests for copies of the ~~Public Reference Room by calling~~documents we file with the SEC ~~at 1-800-SEC-0330.~~
should be directed to QCR Holdings, Inc., 3551 Seventh Street, Moline, Illinois 61265, Attention: Corporate Secretary, telephone: (309) 743-7754.
This prospectus is part of a registration statement on Form S-3 filed by us with the SEC under the Securities Act. As permitted by the SEC, this prospectus does not contain all the information in the registration statement filed with the SEC. For a more complete understanding of this offering, you should refer to the complete registration statement, including exhibits, on Form S-3 that may be obtained as described above. Statements contained in this prospectus about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you should read the exhibit for a more complete understanding of the contract or other document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual contract or other document.
~~DOCUMENTS INCORPORATED~~INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to ~~“incorporate~~incorporate by ~~reference”~~reference the information that we file with it into this prospectus, ~~the information~~which means that we ~~file with the SEC. This permits us to~~can disclose important information to you by referring you to ~~these separately filed~~other documents. The information incorporated by reference is an important part of this ~~prospectus,~~prospectus. We incorporate by reference the following documents and ~~the information we file subsequently~~any future filings made with the SEC ~~will automatically update~~under Sections 13(a), 13(c), 14 or 15(d) of the ~~information in this prospectus. This historical and future information that is incorporated by reference in this prospectus is considered to be part~~Exchange Act after the date of this prospectus and ~~can be obtained at~~prior to the locations described above under the heading “Where You Can Find Additional Information.” The information included elsewhere in this prospectus and the following documents incorporated by reference in this prospectus is considered to be parttermination of this ~~prospectus:~~offering (other than information “furnished” rather than “filed” and information that is modified or superseded by subsequently filed documents prior to the termination of this offering):
Our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 12, 2015;
• ~~Our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on March 6, 2009;~~
• ~~Our Current Reports on Form 8-K filed with the SEC on January 2, 2009, January 28, 2009 and February 13, 2009;~~
• Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 4, 2015;
Our Quarterly Report on Form 10-Q for the quarter ended June, 2015, filed with the SEC on August 7, 2015;
Our Current Reports on Form 8-K filed with the SEC on February 17, 2015, May 4, 2015, May 8, 2015, May 13, 2015, May 15, 2015, May 20, 2015, July 29, 2015 and September 9, 2015; and
The description of our common stock par value $1.00 per share, contained in our Registration Statement on Form 8-A, filed with the SEC on August 9, 1993 (Commission File No. 0-22208), and all amendments or reports filed for the purpose of updating such description; and
• Any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) under the Exchange Act, after the date of this document, excluding any document or portion thereof that has been furnished to and deemed not to be filed with the SEC.
     ~~Any statement~~ contained in ~~this prospectus~~our Registration Statement on Form 8-A filed with the SEC on August 9, 1993, including any amendments or inreports filed for the purpose of updating such description.
We will provide without charge, upon written or oral request, a ~~document incorporated~~copy of any or ~~deemed to be~~all of the documents that are incorporated by reference into this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in any subsequently filed document which also is, or is deemed to be, incorporated by reference in this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
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     ~~We will provide you with~~and a copy of any ~~information that we incorporate by reference into the registration statement on Form S-3~~ or all other contracts or documents which are referred to in this ~~prospectus, at no cost, by writing or calling us.~~prospectus. Requests ~~for such materials~~ should be directed to:
QCR Holdings, Inc.
Attention: Corporate Secretary
3551 Seventh Street
Moline, Illinois 61265
Telephone number: (309) ~~736-3580~~
     We have also filed a registration statement with the SEC relating to the securities offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information presented or incorporated by reference in the registration statement and its exhibits. You may obtain from the SEC a copy of the registration statement and exhibits that we filed with the SEC as described in “Where You Can Find Additional Information.” The registration statement may contain additional information that may be important to you.
11743-7754
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and ~~Distribution.~~
Distribution
The following table sets forth ~~the fees and~~our estimated expenses to be incurred in connection with the issuance and distribution of the securities ~~covered by this registration statement. We will pay all of these expenses. All expenses~~being registered, other than ~~the SEC registration fee are estimated.~~

Approximate
Amount
SEC Registration Fee $ 225.41
Accounting Fees and Expenses 6,000.00
Legal Fees and Expenses 8,000.00
Miscellaneous 774.59

Total $ 15,000.00

underwriting discounts and commissions.
SEC Registration Fee
   $ 10,610.21
Trustee Fees
   *
Printing Expenses
   *
Rating Agency Fees
   *
Legal Fees and Expenses
   *
Accounting Fees and Expenses
   *
Miscellaneous
   *
Total
   *
* These fees are not presently known and cannot be estimated at this time, as they will be based upon, among other things, the amount and type of security being offered as well as the number of offerings.
Item 15. Indemnification of Directors and ~~Officers.~~
Officers
Section 145 of the Delaware General Corporation Law ~~authorizes~~permits a ~~corporation’s board of directors~~corporation to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act.
     ~~In accordance with the Delaware General Corporation Law, Articles IX and X of the Company’s Certificate of Incorporation provides as follows:~~
     ARTICLE IX: Each person who is or was a director or officer of the corporation and each person who serves or served at the request of the corporation as a director, officer or partner of another enterprise shall be indemnified by the corporation in accordance with, and to the fullest extent authorized by, the General Corporation Law of the State of Delaware, as the same now exists or may be hereafter amended. No amendment to or repeal of this Article IX shall apply to or have any effect on the rights of any individual referred to in this Article IX for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal.
     ARTICLE X. To the fullest extent permitted by the General Corporation Law of Delaware, as the same now exists or may be hereafter amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to or repeal of this Article X shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment or repeal.
     ~~Article VII of the Company’s Bylaws further provides as follows:~~
     ~~Section 7.1. Directors and Officers.~~
     ~~(a) The corporation shall~~ indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, ~~(other than an action by or in the right of the corporation)~~ by reason of the fact that ~~he or she~~the person is or was a director, officer, employee or ~~officer~~agent of the corporation or ~~is or was~~another enterprise if serving at the request of the corporation. Depending on the character of the proceeding, a corporation ~~as a director or officer of another corporation, partnership, joint venture, trust or other enterprise,~~may indemnify against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred ~~by him or her~~ in connection with such action, suit or proceeding if ~~he or she~~the person indemnified acted in good faith and in a manner ~~he or she~~ reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe ~~his or her~~the person’s conduct was unlawful. ~~The termination~~In the case of ~~any~~an action suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
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     ~~(b) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit~~ by or in the right of the corporation, to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and except that no indemnification ~~shall~~may be made inwith respect ofto any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery ~~of the State of Delaware~~ or the court in which such action or suit was brought shall determine ~~upon application~~ that, despite the adjudication of liability, ~~but in view of all the circumstances of the case,~~ such person is fairly and reasonably entitled to indemnity for such expenses which the ~~Court of Chancery of the State of Delaware or such other~~ court shall deem proper.
     ~~(c) To~~ Section 145 further provides that to the extent ~~that any person referred to in paragraphs (a) and (b)~~a director or officer of ~~this Section 7.1~~a corporation has been successful on the merits or ~~otherwise~~ in the defense of any action, suit or proceeding referred to ~~therein~~above, or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.
     ~~(d) Any indemnification under paragraphs (a) and (b) of this~~
Section ~~7.1 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification~~102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director ~~or officer is proper in the circumstances because he or she has met the applicable standard~~ of conduct set forth in paragraphs (a) and (b) of this Section 7.1. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (ii) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.
     ~~(e) Expenses (including attorneys’ fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by~~ the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as provided in this Section 7.1. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.
     ~~(f) The indemnification and advancement of expenses provided by or granted pursuant to this Section 7.1~~ shall not be ~~deemed exclusive of any other rights~~personally liable to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.
     ~~(g) The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of~~ the corporation or ~~is or was serving at the request~~its stockholders for monetary damages for breach of ~~the corporation~~fiduciary duty as a director, ~~officer, employee or agent~~except for liability: (a) for any breach of ~~another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out~~the director’s duty of ~~his or her status as such, whether or not~~loyalty to the corporation ~~would have the power to indemnify him~~ or ~~her against such liability under the provisions of this Section 7.1.~~
     (h) For purposes of this Section 7.1, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employeeits stockholders, (b) for acts or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who actedomissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for payments of unlawful dividends or unlawful stock repurchases, redemptions or other distributions or (d) for any transactions from which the director derived an improper personal benefit.
Article IX of our Certificate of Incorporation and ~~in a manner he or she reasonably believed~~Article VII of our Bylaws provide that we shall, to ~~be in~~ the ~~interest~~full extent permitted by law, indemnify those persons whom we may indemnify pursuant thereto, and contain provisions substantially similar to Section 145 of the ~~participants~~Delaware General Corporation Law.
We have obtained directors’ and ~~beneficiaries of an employee benefit plan shall be deemed to have acted~~officers’ liability insurance. The policy provides for $15.0 million in ~~a manner “not opposed~~coverage including prior acts dating to the ~~best interests of~~Company’s inception and liabilities under the ~~corporation” as referred to in this Section 7.1.~~
Securities Act.
~~II-2~~
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     (i) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
     (j) Unless otherwise determined by the board of directors, references in this section to “the corporation” shall not include in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.
     Section 7.2. Employees and Agents. The board of directors may, by resolution, extend the indemnification provisions of the foregoing Section 7.1 to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
     ~~The Company also carries Directors’ and Officers’ liability insurance in the amount of $15.0 million.~~
Item 16. ~~Exhibits.~~
Exhibits
Exhibit
Number

Description of Exhibits
  1.1    Form of Underwriting Agreement.*
~~Exhibit~~
  1.2    Form of Placement Agent Agreement.*
~~Number~~ ~~Description~~
   3.1    Certificate of Incorporation of QCR Holdings, Inc. and amendments thereto (incorporated by reference to Exhibit 3.1 of the Company’s Amended Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2011).
  3.2 Bylaws of QCR Holdings, Inc., as amended (incorporated by reference to Exhibit 3.1 of the ~~Registrant’s Annual~~Company’s Current Report on Form ~~10-K for the year ended December 31, 2008)~~8-K filed May 18, 2010).
   ~~3.2~~ ~~Bylaws of QCR Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the SEC on December 21, 2007).~~
4.1    ~~Form~~Specimen of stock certificate representing QCR Holdings, Inc. ~~Fixed Rate Cumulative Perpetual Preferred Stock, Series D~~common stock (incorporated by reference to Exhibit 4.1 of the ~~Registrant’s~~Company’s Registration Statement on Form ~~8-K dated February 13, 2009)~~SB-2 filed August 3, 1993 (Registration No. 33-67028)).
   4.2    Form of Certificate of Designations of Preferred Stock.*
  4.3 Form of Preferred Stock Certificate.*
  4.4 Form of Warrant ~~to Purchase Common Stock~~and Warrant Certificate.*
  4.5 Form of ~~QCR Holdings, Inc., dated February 13, 2009~~Indenture (incorporated by reference to Exhibit ~~4.2~~4.5 of the ~~Registrant’s~~Company’s Registration Statement on Form ~~8-K dated February 13, 2009)~~S-3 filed June 30, 2014 (Registration No. 33-197129)).
  4.6    Form of Senior Debt Security.*
  4.7    Form of Subordinated Debt Security.*
   ~~5.1~~4.8    Form of Purchase Contract Agreement.*
  4.9 Form of Depositary Agreement and Depositary Receipt.*
  4.10 Form of Subscription Certificate.*
  4.11 Form of Subscription Agent Agreement.*
  4.12 Form of Unit Agreement and Unit Certificate.*
  5.1    Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (including consent).
12.1    Calculation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
~~10.1~~ Letter Agreement, dated February 13, 2009, 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 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K dated February 13, 2009).
23.1    Consent of McGladrey ~~& Pullen,~~ LLP.
23.2    Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).
24.1    Power of Attorney ~~(included~~(previously filed).
25.1 Statement of Eligibility of Trustee on Form T-1 for the Senior Indenture and Subordinated Indenture.**
* To be filed either by amendment or as an exhibit to a report filed under the Exchange Act, and incorporated herein by reference.
** To be filed separately under the electronic form type “305B2” pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
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Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the ~~signature page~~prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration ~~statement).~~statement or any material change to such information in this registration statement;
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~~Item 17. Undertakings.~~
     ~~The undersigned Registrant hereby undertakes:~~
     ~~(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:~~
     ~~(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;~~
     (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
     (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however,, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the ~~Registrant~~registrant pursuant to Section 13 or Section 15(d) of the ~~Securities~~ Exchange Act, ~~of 1934, as amended,~~ that are incorporated by reference in ~~the~~this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
     (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial~~bona fideoffering thereof.~~
     ~~(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~
     ~~(4) That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser:~~
     (A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
     (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial~~bona fideoffering thereof.~~~~Provided, however,~~that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
~~II-4~~
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
II-3
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to the registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
     (5) That, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial~~bona fideoffering thereof.~~
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act of 1939.
Insofar as indemnification for liabilities arising under the Securities Act ~~of 1933, as amended,~~ may be permitted to directors, officers and controlling persons of the ~~Registrant~~registrant pursuant to the ~~foregoing~~indemnification provisions described in Item 15 above, or otherwise, the ~~Registrant~~registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act ~~of 1933, as amended,~~ and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the ~~Registrant~~registrant of expenses incurred or paid by a director, officer or controlling person of the ~~Registrant~~registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~Registrant~~registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act ~~of 1933, as amended,~~ and will be governed by the final adjudication of such issue.
~~II-5~~
II-4
SIGNATURES
~~SIGNATURES~~
Pursuant to the requirements of the Securities Act, ~~of 1933,~~ the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the ~~City~~city of Moline, ~~State~~state of Illinois, on ~~March 10, 2009.~~
the 24th day of September, 2015.
QCR HOLDINGS, INC.
By:

/s/ Todd A. Gipple

Todd A. Gipple
~~QCR HOLDINGS, INC.~~Executive Vice President, Chief Operating
~~By:~~   ~~/s/ Douglas M. Hultquist~~
~~Douglas M. Hultquist~~
~~President~~Officer and Chief ~~Executive~~Financial Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in their respective capacities and on the respective dates indicated opposite their names. Each person whose signature appears below hereby authorizes each of Douglas M. Hultquist and James J. Brownson, each with full power of substitution, to execute in the name and on behalf of such person any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the registrant deems appropriate, and appoints each of Douglas M. Hultquist and James J. Brownson, each with full power of substitution, attorney-in-fact to sign any amendment and any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith.
     ~~Pursuant to the requirements of the Securities Act of 1933,~~ this registration statement has been signed below by the following persons in the capacities ~~and~~indicated on ~~the dates indicated.~~
September 24, 2015.
Signature

Title
*
James J. Brownson

~~Signature~~ ~~Title~~ ~~Date~~
~~/s/ James J. Brownson~~
~~James J. Brownson~~
Chairman of the Board of Directors
~~March 10, 2009~~
*
Patrick S. Baird
   Vice Chairman of the Board of Directors
*
John-Paul E. Besong
   Director
*
Lindsay Y. Corby
Director
/s/ Todd A. Gipple
Todd A. Gipple
Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Director
(Principal Financial Officer)
/s/ Elizabeth A. Grabin
Elizabeth A. Grabin
Controller and Director of Financial Reporting
(Principal Accounting Officer)
*
Larry J. Helling
Director
/s/ Douglas M. Hultquist
Douglas M. Hultquist

~~Douglas M. Hultquist~~
President, Chief Executive Officer and Director ~~(principal executive officer)~~
(Principal Executive Officer)
*
Marc C. Kilmer
   ~~March 10, 2009~~Director
II-5
Signature

Title
*
Linda K. Neuman
   Director
*
Michael L. Peterson
Director
*
Ronald G. Peterson
Director
*
George T. Ralph III
Director
*
Donna J. Sorensen
Director
*
Marie Z. Ziegler
Director
*By:
/s/ Todd A. Gipple
Attorney-in-Fact
II-6
EXHIBIT INDEX
Exhibit
Number

Description of Exhibits
  1.1    Form of Underwriting Agreement.*
~~Todd A. Gipple~~
  1.2    ~~Executive Vice President, Chief Operating Officer, Chief Financial Officer and Secretary~~
~~(principal financial and accounting officer)~~Form of Placement Agent Agreement.*
~~March 10, 2009~~

~~/s/ Michael A. Bauer~~
~~Michael A. Bauer~~
~~Director~~ ~~March 10, 2009~~
~~/s/ Larry J. Helling~~
~~Larry J. Helling~~
~~Director~~ ~~March 10, 2009~~
~~/s/ Mark C. Kilmer~~
~~Mark C. Kilmer~~
~~Director~~ ~~March 10, 2009~~
~~/s/ John K. Lawson~~
~~John K. Lawson~~
~~Director~~ ~~March 10, 2009~~
~~II-6~~
~~Signature~~ ~~Title~~ ~~Date~~
~~/s/ Charles M. Peters~~
~~Charles M. Peters~~
~~Director~~ ~~March 10, 2009~~
~~/s/ Ronald G. Peterson~~
~~Ronald G. Peterson~~
~~Director~~ ~~March 10, 2009~~
~~/s/ John A. Rife~~
~~John A. Rife~~
~~Director~~ ~~March 10, 2009~~
~~/s/ John D. Whitcher~~
~~John D. Whitcher~~
~~Director~~ ~~March 10, 2009~~
~~/s/ Marie Z. Ziegler~~
~~Marie Z. Ziegler~~
~~Director~~ ~~March 10, 2009~~
~~II-7~~
~~EXHIBIT INDEX~~
.
~~Exhibit~~
~~Number~~ ~~Description~~
3.1    Certificate of Incorporation of QCR Holdings, Inc. and amendments thereto (incorporated by reference to Exhibit 3.1 of the Company’s Amended Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2011).
  3.2 Bylaws of QCR Holdings, Inc., as amended (incorporated by reference to Exhibit 3.1 of the ~~Registrant’s Annual~~Company’s Current Report on Form ~~10-K for the year ended December 31, 2008)~~8-K filed May 18, 2010).
   ~~3.2~~ ~~Bylaws of QCR Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the SEC on December 21, 2007).~~
4.1    ~~Form~~Specimen of stock certificate representing QCR Holdings, Inc. ~~Fixed Rate Cumulative Perpetual Preferred Stock, Series D~~common stock (incorporated by reference to Exhibit 4.1 of the ~~Registrant’s~~Company’s Registration Statement on Form ~~8-K dated February 13, 2009)~~SB-2 filed August 3, 1993 (Registration No. 33-67028)).
   4.2    Form of Certificate of Designations of Preferred Stock.*
  4.3 Form of Preferred Stock Certificate.*
  4.4 Form of Warrant ~~to Purchase Common Stock~~and Warrant Certificate.*
  4.5 Form of ~~QCR Holdings, Inc., dated February 13, 2009~~Indenture (incorporated by reference to Exhibit ~~4.2~~4.5 of the ~~Registrant’s~~Company’s Registration Statement on Form ~~8-K dated February 13, 2009)~~S-3 filed June 30, 2014 (Registration No. 33-197129)).
  4.6    Form of Senior Debt Security.*
  4.7    Form of Subordinated Debt Security.*
   ~~5.1~~4.8    Form of Purchase Contract Agreement.*
  4.9 Form of Depositary Agreement and Depositary Receipt.*
  4.10 Form of Subscription Certificate.*
  4.11 Form of Subscription Agent Agreement.*
  4.12 Form of Unit Agreement and Unit Certificate.*
  5.1    Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (including consent).
12.1    Calculation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
~~10.1~~ Letter Agreement, dated February 13, 2009, 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 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K dated February 13, 2009).
23.1    Consent of McGladrey ~~& Pullen,~~ LLP.
23.2    Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).
24.1    Power of Attorney ~~(included in~~(previously filed).
25.1 Statement of Eligibility of Trustee on Form T-1 for the ~~signature page~~Senior Indenture and Subordinated Indenture.**
* To be filed by amendment or as an exhibit to ~~the registration statement).~~a document incorporated by reference herein.
~~II-8~~
** To be filed separately under the electronic form type “305B2” pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
II-7


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


Large accelerated filero	¨	Accelerated filero	x
Non-accelerated filer	o¨ ~~(Do~~ (Do not check if a smaller reporting company)	Smaller reporting companyþ	¨



Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum aggregate price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee(1)(2)
Common Stock, $1.00 par value per share(3)
Preferred Stock, $1.00 par value per share(3)
Debt Securities(4)
Warrants(5)
Depositary Shares(6)
Subscription Rights(7)
Stock Purchase Contracts
Stock Purchase Units
Units
TOTAL			$100,000,000.00	$10,610.21(8)


(1)		The registrant is registering (a) a warrant to purchase of 521,888 shares of common stock with an initial per share exercise price of $10.99, (b) the 521,888 shares of common stock issuable upon exercise of such warrant, and (c) such additional number of shares of common stock, of a currently indeterminable amount, as may from time to time become issuable by reason of stock splits, stock dividends and certain anti-dilution provisions set forth in such warrant, which shares of common stock are registered hereunder pursuant to Rule 416.

~~(2)~~		Calculated in accordance with Rule ~~457(i)~~457(o) under the Securities Act of 1933. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with ~~respect~~the issuance of the securities registered by this registration statement. The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee. In no event will the aggregate maximum offering price of all securities issued under this registration statement exceed $100,000,000.00. The amount registered is not specified as to each class of securities to be registered hereunder pursuant to General Instruction II.D. to Form S-3 under the Securities Act of 1933.


RISK FACTORS		1

ABOUT THIS PROSPECTUS	~~Page~~	1

~~PROSPECTUS SUMMARY~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		1

QCR HOLDINGS, INC.		2

USE OF PROCEEDS		2

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS		3

~~RISK FACTORS~~DESCRIPTION OF SECURITIES WE MAY OFFER		54

~~USE~~DESCRIPTION OF ~~PROCEEDS~~CAPITAL STOCK		64

DESCRIPTION OF ~~WARRANT TO PURCHASE COMMON STOCK~~DEBT SECURITIES		68

~~PLAN~~DESCRIPTION OF ~~DISTRIBUTION~~WARRANTS		714

~~SELLING SECURITYHOLDERS~~DESCRIPTION OF DEPOSITARY SHARES		915

~~LEGAL MATTERS~~DESCRIPTION OF SUBSCRIPTION RIGHTS		917

~~EXPERTS~~DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS		1018

DESCRIPTION OF UNITS		18

PLAN OF DISTRIBUTION		19

LEGAL MATTERS		20

EXPERTS		20

WHERE YOU CAN FIND ~~ADDITIONAL~~MORE INFORMATION		1021

~~DOCUMENTS INCORPORATED~~INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		1021
~~EX-5.1~~
~~EX-23.1~~

	•		~~Our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on March 6, 2009;~~

	•		~~Our Current Reports on Form 8-K filed with the SEC on January 2, 2009, January 28, 2009 and February 13, 2009;~~

	•		Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 4, 2015; Our Quarterly Report on Form 10-Q for the quarter ended June, 2015, filed with the SEC on August 7, 2015; Our Current Reports on Form 8-K filed with the SEC on February 17, 2015, May 4, 2015, May 8, 2015, May 13, 2015, May 15, 2015, May 20, 2015, July 29, 2015 and September 9, 2015; and The description of our common stock par value $1.00 per share, contained in our Registration Statement on Form 8-A, filed with the SEC on August 9, 1993 (Commission File No. 0-22208), and all amendments or reports filed for the purpose of updating such description; and

	•		Any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) under the Exchange Act, after the date of this document, excluding any document or portion thereof that has been furnished to and deemed not to be filed with the SEC.


	Approximate
	Amount
SEC Registration Fee	$	225.41
Accounting Fees and Expenses		6,000.00
Legal Fees and Expenses		8,000.00
Miscellaneous		774.59

Total	$	15,000.00


SEC Registration Fee	$	10,610.21
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.*
~~Exhibit~~
1.2		Form of Placement Agent Agreement.*
~~Number~~			~~Description~~
	3.1			Certificate of Incorporation of QCR Holdings, Inc. and amendments thereto (incorporated by reference to Exhibit 3.1 of the Company’s Amended Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2011).

3.2		Bylaws of QCR Holdings, Inc., as amended (incorporated by reference to Exhibit 3.1 of the ~~Registrant’s Annual~~Company’s Current Report on Form ~~10-K for the year ended December 31, 2008)~~8-K filed May 18, 2010).

	~~3.2~~			~~Bylaws of QCR Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the SEC on December 21, 2007).~~

	4.1			~~Form~~Specimen of stock certificate representing QCR Holdings, Inc. ~~Fixed Rate Cumulative Perpetual Preferred Stock, Series D~~common stock (incorporated by reference to Exhibit 4.1 of the ~~Registrant’s~~Company’s Registration Statement on Form ~~8-K dated February 13, 2009)~~SB-2 filed August 3, 1993 (Registration No. 33-67028)).

	4.2		Form of Certificate of Designations of Preferred Stock.*

4.3		Form of Preferred Stock Certificate.*

4.4		Form of Warrant ~~to Purchase Common Stock~~and Warrant Certificate.*

4.5		Form of ~~QCR Holdings, Inc., dated February 13, 2009~~Indenture (incorporated by reference to Exhibit ~~4.2~~4.5 of the ~~Registrant’s~~Company’s Registration Statement on Form ~~8-K dated February 13, 2009)~~S-3 filed June 30, 2014 (Registration No. 33-197129)).

4.6		Form of Senior Debt Security.*

4.7		Form of Subordinated Debt Security.*

	~~5.1~~4.8		Form of Purchase Contract Agreement.*

4.9		Form of Depositary Agreement and Depositary Receipt.*

4.10		Form of Subscription Certificate.*

4.11		Form of Subscription Agent Agreement.*

4.12		Form of Unit Agreement and Unit Certificate.*

5.1		Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (including consent).

12.1				Calculation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
	~~10.1~~				Letter Agreement, dated February 13, 2009, 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 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K dated February 13, 2009).

	23.1			Consent of McGladrey ~~& Pullen,~~ LLP.

	23.2			Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).

	24.1			Power of Attorney ~~(included~~(previously filed).

25.1		Statement of Eligibility of Trustee on Form T-1 for the Senior Indenture and Subordinated Indenture.**


QCR HOLDINGS, INC.

By:		/s/ Todd A. Gipple

	Todd A. Gipple ~~QCR HOLDINGS, INC.~~Executive Vice President, Chief Operating
	~~By:~~	~~/s/ Douglas M. Hultquist~~
		~~Douglas M. Hultquist~~
		~~President~~Officer and Chief ~~Executive~~Financial Officer


Signature		Title

* James J. Brownson
~~Signature~~		~~Title~~	~~Date~~

~~/s/ James J. Brownson~~
~~James J. Brownson~~		Chairman of the Board of Directors
	~~March 10, 2009~~
* Patrick S. Baird		Vice Chairman of the Board of Directors

* John-Paul E. Besong		Director

* Lindsay Y. Corby		Director

/s/ Todd A. Gipple Todd A. Gipple		Executive Vice President, Chief Operating Officer, Chief Financial Officer and Director (Principal Financial Officer)

/s/ Elizabeth A. Grabin Elizabeth A. Grabin		Controller and Director of Financial Reporting (Principal Accounting Officer)

* Larry J. Helling		Director

/s/ Douglas M. Hultquist Douglas M. Hultquist
~~Douglas M. Hultquist~~		President, Chief Executive Officer and Director ~~(principal executive officer)~~ (Principal Executive Officer)

* Marc C. Kilmer		~~March 10, 2009~~Director


Signature		Title

* Linda K. Neuman		Director

* Michael L. Peterson		Director

* Ronald G. Peterson		Director

* George T. Ralph III		Director

* Donna J. Sorensen		Director

* Marie Z. Ziegler		Director