UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d)
OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported) February
12,
2008
Impac
Mortgage Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Maryland
(State
or
Other Jurisdiction of
Incorporation)
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1-14100
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33-0675505
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|
(Commission
File Number)
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(IRS
Employer Identification No.)
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19500
Jamboree Road, Irvine, California
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92612
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(949)
475-3600
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02
Departure
of Directors or Certain Officers; Election of
Directors; Appointment
of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 12, 2008, the Board of Directors (“Board”) of Impac Mortgage Holdings,
Inc. (the “Company”) appointed Todd Taylor as Interim Chief Financial Officer
effective immediately.
Mr.
Taylor has served as the Chief Accounting Officer of Impac Mortgage Holdings,
Inc. from October 2007 until February 2008. Mr. Taylor joined Impac Mortgage
Holdings, Inc. in October 2004 as the Senior Vice President, Controller and
served in this position until he was promoted to Chief Accounting Officer in
October 2007. Prior to joining Impac Mortgage Holdings, Inc., Mr. Taylor
served as the Chief Financial Officer and Secretary for Primal Solutions, Inc.
from August 2003 until October 2004. From October 2000 to August 2003, Mr.
Taylor served as the Controller of Primal Solutions, Inc. Mr. Taylor earned
his Business Administration degree from California State University at
Fullerton, and is a certified public accountant.
Mr.
Taylor does not have any family relationships with any of the Company’s
executive officers or directors nr any transactions reportable under Item 404(a)
of Regulation S-K.
In
connection with his appointment, on February 12, 2008, the Board granted Mr.
Taylor options to purchase 250,000 shares of the Company’s common stock at an
exercise price of $1.33 per share. All of the options vest two years from the
date of grant and expire five years from the date of grant. Furthermore, Mr.
Taylor’s annual salary was increased to $280,000 per year.
Item 5.03 Amendments
to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
February 12, 2008, the Board of Directors the Company approved an amendment
(the
“Amendment”) to the Company’s Amended and Restated Bylaws, as amended (the
“Bylaws”), with respect to the time and date of the Annual Meeting of
stockholders of the Company. Article II, Section 2 of the Bylaws was deleted
in
its entirety and replaced with a new Article II, Section 2 pursuant to the
Amendment.
Previously,
Article II, Section 2 stated that the time and date of the Annual Meeting of
stockholder shall be within a 31 day period commencing on June 1, 2006, a 31
day
period commencing on May 1, 2007, a 31 day period commencing on April 1, 2008,
and a 31 day period commencing on April 1st each year thereafter. As amended,
Article II, Section 2 now states that the time and date of the Annual Meeting
shall be within a 31 day period commencing on June 1 of each year
thereafter.
The
Amendment is effective as of February 12, 2008. The foregoing description of
the
Amendment does not purport to be complete and is qualified in its entirety
by
reference to the text of the Amendment, which is filed as Exhibit 3.2(e) hereto
and is incorporated herein by reference.
2
Item 9.01 Financial
Statements and Exhibits.
List
below is the exhibit filed as a part of this report.
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Exhibit
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No.
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Description
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3.2
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Bylaws
of the Company, as amended and restated (incorporated by reference
to the
corresponding exhibit number of the Company’s Quarterly Report on Form
10-Q for the period ending March 31, 1998).
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3.2(a)
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Amendment
to Bylaws of the Company (incorporated by reference to exhibit 3.2(a)
of
the Company’s Registration Statement of Form S-3 (File No. 333-111517)
filed with the Securities and Exchange Commission on December 23,
2003).
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3.2(b)
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Second
Amendment to Bylaws of the Company (incorporated by reference to
Exhibit
3.2(b) of the Company’s Form 8-K, filed with the Securities and Exchange
Commission on April 1, 2005).
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3.2(c)
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Third
Amendment to Bylaws of the Company (incorporated by reference to
Exhibit
3.2(c) of the Company’s Form 8-K, filed with the Securities and Exchange
Commission on March 29, 2006).
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3.2(d)
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Amendment
No. 4 to Bylaws of the Company (incorporated by reference to Exhibit
3.2
of the Company’s Form 8-K, filed with the Securities and Exchange
Commission on December 4, 2007).
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3.2(e)
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Amendment
No. 5 to Bylaws of the Company.
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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IMPAC
MORTGAGE HOLDINGS, INC.
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| Date: February 13, 2008 | By: | /s/ Ron Morrison |
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Name:
Ron Morrison
Title: Executive
Vice President and General Counsel
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4
AMENDMENT
NO. 5
TO
AMENDED
AND RESTATED BYLAWS, AS AMENDED,
OF
IMPAC
MORTGAGE HOLDINGS, INC.
Article
II, Section 2 of the Amended and Restated Bylaws, as amended, shall be stricken
in its entirety and replaced with the following language:
Section
2. Annual Meeting.
The
Annual Meeting of stockholders of the Corporation shall be held on such date,
and at such time, as shall be designated annually by the Board of Directors
which time and date shall be within a 31 day period commencing on June 1st
of
each year. The date, time and place shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof, at which meeting the
stockholders shall elect a Board of Directors and transact such other business
as may be properly brought before the meeting.