UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8

Registration Statement Under
The Securities Act of 1933

IMPAC MORTGAGE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

19500 Jamboree Road, Irvine, CA 92612

(Address of principal executive offices)

(949) 475-3600

(Registrant’s telephone number, including area code)

Impac Mortgage Holdings, Inc.  2010 Omnibus Incentive Plan

(Full Title of the plans)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

CALCULATION OF REGISTRATION FEE

(1)         This Registration Statement also covers an indeterminate number of shares of Common Stock which may be issuable by reason of stock splits, stock dividends or similar transactions pursuant to Rule 416 of the Securities Act of 1933, as amended.

(2)         Includes certain preferred stock purchase rights associated with the shares of Common Stock pursuant to the Tax Benefits Preservation Rights Agreement, dated September 3, 2013, and as amended on September 24, 2013.

(3)         Estimated in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the total registration fee.  Computation is based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the NYSE MKT on January 21, 2014.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), an additional 300,000 shares of Impac Mortgage Holdings, Inc.’s (the “Registrant”) common stock, par value $0.01 per share (the “Common Stock”), issuable pursuant to the Registrant’s 2010 Omnibus Incentive Plan, as amended (the “Plan”).   The additional shares of the Registrant’s Common Stock being registered hereunder represent the increase in the number of shares issuable under the Plan that was approved by the stockholders on July 23, 2013 at the Registrant’s annual meeting of stockholders.

The shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the shares of Common Stock registered for issuance under the Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-169316) filed on September 10, 2010, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities.  On November 30, 2012, the Company filed a Registration Statement on Form S-8 (Registration No. 333-185195) to register an additional 250,000 shares under the Plan, which increase was approved by the stockholders on July 24, 2012 at the Registrant’s annual meeting of stockholders. Such previously filed Registration Statements on Form S-8 are referred to herein as the “Original Registration Statements.” Pursuant to General Instruction E of Form S-8, the contents of the Original Registration Statements, including any amendments thereto or filings incorporated therein, are incorporated herein by this reference. Any items in the Original Registration Statements not expressly changed hereby shall be as set forth in the Original Registration Statements.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange Commission, or SEC, (File No.  001-14100) are incorporated herein by reference:

·              The Registrant’s Annual Report on Form 10-K and amendment on Form 10-K/A for the fiscal year ended December 31, 2012, filed on March 12, 2013 and April 30, 2013, respectively;

·              The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013, as filed on May 14, 2013, for the quarter ended June 30, 2013, as filed on August 12, 2013, and for the quarter ended September 30, 2013, as filed on November 12, 2013;

·              The Registrant’s Current Reports on Form 8-K (other than information furnished pursuant to Item 2.02 or Item 7.01 thereof) filed on April 30, 2013, May 9, 2013, July 26, 2013, September 4, 2013, and September 25, 2013;

·                  The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A, including all amendments and reports filed for the purpose of updating such description, filed pursuant to Section 12(b) of the Exchange Act initially on December 24, 2009 (File No. 001-14100); and

·                  The description of the Registrant’s preferred stock purchase rights contained in its registration statement on Form 8-A, including all amendments and reports filed for the purpose of updating such description, filed pursuant to Section 12(b) of the Exchange Act initially on September 5, 2013 (File No. 001-14100).

The Registrant incorporates by reference the documents listed above and any documents subsequently filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, (except for information furnished under Item 2.02 or Item 7.01 of Form 8-K, which is not deemed filed and not incorporated by reference herein) prior to the filing of a post-effective amendment, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part thereof from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein 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 Registration Statement.

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Item 8.   Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on this 22nd day of January, 2014.

POWER OF ATTORNEY

We, the undersigned officers and directors of Impac Mortgage Holdings, Inc., do hereby constitute and appoint William S. Ashmore and Todd R. Taylor, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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EXHIBIT INDEX

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Exhibit 5.1

Impac Mortgage Holdings, Inc.

19500 Jamboree Road

Irvine, CA 92612

January 22, 2014

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Impac Mortgage Holdings, Inc., a Maryland corporation (the “Company”), in connection with the preparation of a registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 300,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that may be issued under the Company’s 2010 Omnibus Incentive Plan, as amended (the “2010 Plan”).  This opinion letter also relates to the preferred stock purchase rights associated with the Common Stock (the “Rights”), with respect to the Shares, to be issued pursuant to the Rights Agreement (as defined below).

This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

You have requested our opinion as to the matters set forth below in connection with the Registration Statement.  For purposes of rendering that opinion, we have examined the 2010 Plan, the Registration Statement, the Company’s Articles of Incorporation, as amended or supplemented, Bylaws, as amended, the Rights Agreement dated September 3, 2013, as amended on September 24, 2013,  between the Company and American Stock Transfer & Trust Company, LLC (the “Rights Agreement”), and the corporate actions of the Company and its stockholders that provide for the reservation of the Shares for issuance by the Company under the 2010 Plan and the filing of the Registration Statement.  We have also examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion we have relied on a certificate of an officer of the Company.  We have not independently established any of the facts so relied on. We have made such investigation of law as we have deemed appropriate.

In rendering our opinion, we have made assumptions that are customary in opinion letters of this kind, including the assumptions of the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof.  We have further assumed that

the Company does not in the future issue or otherwise make unavailable so many shares of Common Stock that there are insufficient remaining authorized but unissued shares of Common Stock for issuance pursuant to the 2010 Plan or on exercise of options or other rights awarded under the 2010 Plan.  We have also assumed that all of the Shares issuable or eligible for issuance under the 2010 Plan following the date hereof will be issued for not less than par value.  We have not independently verified any of those assumptions.

Our opinion set forth below is limited to the Maryland General Corporation Law.  We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws, the laws of any other jurisdiction or the local laws of any jurisdiction.  The following opinion is rendered as of the date of this letter.  We assume no obligation to update or supplement such opinion to reflect any changes of law or fact that may occur.

Based on the foregoing and in reliance thereon, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares are duly authorized for issuance by the Company and, when issued and paid for in accordance with the terms of the respective awards granted under and governed by the 2010 Plan will be validly issued, fully paid, and nonassessable and the Rights associated with the Shares will be validly issued.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving our consent we do not thereby admit that we are experts with respect to any part of the Registration Statement, the prospectus or any prospectus supplement within the meaning of the term “expert”, as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 (which is expected to be filed with the Securities and Exchange Commission on or about January 22, 2014), relating to the 2010 Omnibus Incentive Plan, as amended, of Impac Mortgage Holdings, Inc., of our reports dated March 11, 2013, with respect to (1) the consolidated financial statements of Impac Mortgage Holdings, Inc. and subsidiaries (the “Company”) as of and for the years ended December 31, 2012 and 2011, and (2) the effectiveness of internal control over financial reporting as of December 31, 2012, which appear in the Company’s Annual Report on Form 10-K as of December 31, 2012.

/s/ SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP

Newport Beach, California
January 22, 2014