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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 28, 1998 IMPAC MORTGAGE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Maryland (State or Other Jurisdiction of Incorporation) 0-19861 33-0675505 (Commission File Number) (I.R.S. Employer Identification No.) 20371 Irvine Avenue Santa Ana Heights, California 92707 (Address of Principal Executive Offices, Including Zip Code) (714) 556-0122 (Registrant's Telephone Number, Including Area Code) Imperial Credit Mortgage Holdings, Inc. (Former name or former address, if changed since last report.) Item 5. Other Events - ------- ------------ The Registrant, upon receiving the requisite number of shareholder votes on January 27, 1998, amended its charter and changed its name from Imperial Credit Mortgage Holdings, Inc. to Impac Mortgage Holdings, Inc. and deleted Article XIV to the Company's Bylaws and replaced it with a new Article XIV, as set forth in Exhibit 3.2(a) hereto. Item 7. Financial Statements and Exhibits - ------- --------------------------------- Exhibit 3.1(a) Articles of Amendment Exhibit 3.2(a) Amendment to Bylaws 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. IMPAC MORTGAGE HOLDINGS, INC. Date: February 11, 1998 /s/ RICHARD J. JOHNSON By:____________________________________________ Name: Richard J. Johnson Title: Chief Financial Officer and Secretary IMPAC MORTGAGE HOLDINGS, INC. EXHIBIT INDEX Exhibit No. Description - ------------- ----------- 3.1(a) Articles of Amendment 3.2(a) Amendment to Bylaws
Exhibit 3.1(a) -------------- STATE OF MARYLAND 601066 STATE DEPARTMENT OF ASSESSMENTS AND TAXATION 301 West Preston Street Baltimore, Maryland 21201 DATE: JANUARY 28, 1998 THIS IS TO ADVISE YOU THAT THE ARTICLES OF AMENDMENT WITH A NAME CHANGE FOR IMPERIAL CREDIT MORTGAGE HOLDINGS, INC. CHANGING TO IMPAC MORTGAGE HOLDINGS, INC. WERE RECEIVED AND APPROVED FOR RECORD ON JANUARY 28, 1998 AT 12:40 PM. FEE PAID: 77.00 [ SEAL ] WILLIAM B. MARKER CHARTER SPECIALIST IMPERIAL CREDIT MORTGAGE HOLDINGS, INC. --------------------------------------- ARTICLES OF AMENDMENT THIS IS TO CERTIFY THAT: FIRST: The charter of Imperial Credit Mortgage Holdings, Inc., a ----- Maryland corporation (the "Corporation"), is hereby amended by deleting existing Article II in its entirety and substituting in lieu thereof a new article to read as follows: "ARTICLE II NAME The name of the corporation (the "Corporation") is: Impac Mortgage Holdings, Inc." SECOND: The amendment to the charter of the Corporation as set forth ------ above has been duly advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation as required by law. THIRD: The undersigned President acknowledges these Articles of ----- Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury. IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in its name and on its behalf by its President and attested to by its Secretary on this 27 day of January, 1998. ---------- ATTEST: IMPERIAL CREDIT MORTGAGE HOLDINGS, INC. By: /s/ Richard J. Johnson By: /s/ William S. Ashmore (SEAL) ------------------------ ---------------------------- Richard J. Johnson William S. Ashmore Secretary President -2-
Exhibit 3.2(a) -------------- ARTICLE XIV/1/ AMENDMENT OF BYLAWS The Bylaws may be adopted, amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote or by the approval of the Board of Directors. - ------------------------------------- /1/ The amendment to this Article XIV of the Bylaws was approved by shareholder vote on January 27, 1998.