- Current report filing (8-K)
June 30 2009 - 1:57PM
Edgar (US Regulatory)
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)
June 29, 2009
Impac Mortgage Holdings, Inc.
(Exact Name of
Registrant as Specified in Its Charter)
Maryland
(State or Other
Jurisdiction of Incorporation)
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
(Registrants 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
3.03 Material Modification to
Rights of Security Holders.
On
June 29, 2009, in connection with
the Offer to Purchase and Consent Solicitation (as further described in Item
8.01 herein) for its 9.375% Series B Cumulative Redeemable Preferred Stock
and 9.125% Series C Cumulative Redeemable Preferred Stock (collectively,
the Preferred Stock), Impac Mortgage Holdings, Inc. (the Company) received consents from holders of the
Preferred Stock in excess of 66 2/3% of the outstanding shares of Preferred
Stock required to amend the Companys charter to modify the terms of each
series of Preferred Stock. The proposed amendments were also approved by
holders of the Companys common stock at the Companys special meeting of
stockholders held on June 29, 2009.
On
June 29, 2009, the Company filed Articles of Amendment to its charter with
the State Department of Assessments and Taxation of Maryland to modify the
terms of each of its 9.375% Series B Cumulative Redeemable Preferred Stock
and 9.125% Series C Cumulative Redeemable Preferred Stock as follows:
·
make dividends
non-cumulative;
·
eliminate the
provisions prohibiting the payment of dividends on junior stock and prohibiting
the purchase or redemption of junior or parity stock if full cumulative
dividends for all past dividend periods are not paid or declared and set apart
for payment;
·
eliminate any
premiums payable upon the liquidation, dissolution or winding up of the
Company;
·
eliminate the
provision prohibiting the Company from electing to redeem Preferred Stock prior
to the fifth year anniversary of the issuance of such Preferred Stock;
·
eliminate the
provision prohibiting the Company from redeeming less than all of the
outstanding Preferred Stock if full cumulative dividends for all past dividend
periods have not been paid or declared and set apart for payment;
·
eliminate the
right of holders of Preferred Stock to elect two directors if dividends are in
arrears for six quarterly periods; and
·
eliminate the right of
holders of Preferred Stock to consent to or approve the authorization or
issuance of preferred stock senior to the Preferred Stock.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The
description set forth under Item 3.03 above with respect to the Articles
of Amendment and the amendment to the Companys charter effected thereby is
incorporated herein to this Item 5.03 by reference.
2
Item 8.01 Other
Information
On
June 29, 2009, the Companys Offer to Purchase and Consent Solicitation for
its 9.375% Series B Cumulative Redeemable Preferred Stock and 9.125% Series C
Cumulative Redeemable Preferred Stock expired and the Company accepted valid
tenders of more than 66 2/3% of the
Preferred Stock. As of the
expiration of the Offer to Purchase and Consent Solicitation at 9:00 a.m.,
Eastern Daylight time, on June 29, 2009, holders had tendered an aggregate
of approximately 67.7% (4,378,880 shares) of the Preferred Stock.
Stockholders
who participated in the Offer to Purchase and Consent Solicitation received
$0.29297 per share of Series B Preferred Stock and $0.28516 per share of Series C
Preferred Stock validly tendered and accepted, with an aggregate payment of approximately $1.3 million. All holders of Preferred Stock (whether shares
were tendered or not) are also receiving accumulated and unpaid dividends of
$1.17 per share of Series B Preferred Stock and $1.14 per share of Series C
preferred Stock in connection with the closing of the Offer to Purchase and
Consent Solicitation.
In
addition, the common stockholders approved at the special meeting held at 10:00
am (PDT) on June 29, 2009 the amendments to the Companys charter to
modify the terms of both series of Preferred Stock
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
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Description
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3.1
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Articles of Amendment of Series B Preferred
Stock
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3.2
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Articles of Amendment of Series C Preferred
Stock
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99.1
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Press Release dated June 29, 2009
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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:
June 30, 2009
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By:
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/s/
Ronald M. Morrison
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Name:
Ronald M. Morrison
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Title: Executive Vice President and General Counsel
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4
Exhibit Index
Exhibit No.
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Description
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3.1
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Articles of Amendment of Series B Preferred
Stock
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3.2
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Articles of Amendment of Series C Preferred
Stock
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99.1
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Press Release dated June 29, 2009
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5
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