8-K 1 b63722hce8vk.htm FORM 8-K - HANOVER CAPITAL MORTGAGE HOLDINGS, INC. e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 5, 2007
HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
 
(Exact name of Registrant as Specified in its Charter)
         
Maryland   001-13417   13-3950486
         
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)
200 Metroplex Drive, Suite 100, Edison, New Jersey 08817
 
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code (732) 548-0101
N/A
 
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF            DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY            ARRANGEMENTS OF CERTAIN OFFICERS.
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
INDEX TO EXHIBITS
EX-99.1 - Press Release dated January 5, 2007


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SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On December 29, 2006, Hanover Capital Mortgage Holdings, Inc. (the “Company”) entered into a Separation and General Release Agreement (“Termination Agreement”) with George J. Ostendorf, pursuant to which Mr. Ostendorf tendered, and the Company accepted, his resignation as a Senior Managing Director of the Company, as a member of the Company’s Board of Directors, and as a member of the Board of Directors of any of the Company’s affiliates. The Termination Agreement supersedes and nullifies in full Mr. Ostendorf’s Amended and Restated Employment Agreement, dated July 1, 2002, with the Company. Mr. Ostendorf’s resignation is discussed below in Item 5.02.
Pursuant to the terms of the Termination Agreement, Mr. Ostendorf will be paid one (1) year’s salary, twelve (12) months of COBRA benefits, and certain other benefits in exchange for his agreement to certain non-competition, non-solicitation and disclosure conditions as well as to a release in the Company’s favor.
SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02.   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
  (b)   George J. Ostendorf, former Senior Managing Director of the Company and a member of its Board of Directors, resigned effective as of December 29, 2006.
A copy of the press release describing Mr. Ostendorf’s resignation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
  (d)   Exhibits.
 
  99.1   Press Release, dated January 5, 2007.
[signature on following page]

 


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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
 
 
Date: January 11, 2007  By:   /s/ Harold F. McElraft    
    Harold F. McElraft, Chief Financial   
    Officer and Treasurer   
 

 


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INDEX TO EXHIBITS
     
EXHIBIT NO.   DESCRIPTION
 
   
Exhibit 99.1
  Press Release, dated January 5, 2007.