8-K 1 a08-15990_18k.htm 8-K

 

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 3, 2008

 

Impac Mortgage Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

1-14100

 

33-0675505

(Commission File Number)

 

(IRS Employer Identification No.)

 

19500 Jamboree Road, Irvine, California

 

92612

(Address of Principal Executive Offices)

 

(Zip Code)

 

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 3, 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 of each year.  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 July 1 of each year.

 

The Amendment is effective as of June 3, 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(f) hereto and is incorporated herein by reference.

 

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Item 9.01 Financial Statements and Exhibits.

 

List below is the exhibit filed as a part of this report.

 

Exhibit No.

 

Description

3.2

 

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).

 

 

 

3.2(a)

 

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).

 

 

 

3.2(b)

 

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).

 

 

 

3.2(c)

 

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).

 

 

 

3.2(d)

 

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).

 

 

 

3.2(e)

 

Amendment No. 5 to Bylaws of the Company (incorporated by reference to Exhibit 3.2(e) of the Company’s Form 8-K, filed with the Securities and Exchange Commission on February 14, 2008).

 

 

 

3.2(f)

 

Amendment No. 6 to Bylaws of the Company.

 

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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: June 4, 2008

 

 

 

 

 

 

By:

/s/ Ron Morrison

 

Name:

Ron Morrison

 

Title:

Executive Vice President and General
Counsel

 

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