-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OVw7aZvr83t4X11ac04dim/fcZtGDkEu5Sf7CPspbXvvRJ0FBsDBraQRZ29DMZzm d/WCKZkjd0I4hN6fL65Plg== 0000950135-07-000902.txt : 20070215 0000950135-07-000902.hdr.sgml : 20070215 20070215143025 ACCESSION NUMBER: 0000950135-07-000902 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070215 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070215 DATE AS OF CHANGE: 20070215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER CAPITAL MORTGAGE HOLDINGS INC CENTRAL INDEX KEY: 0001040719 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133950486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13417 FILM NUMBER: 07626786 BUSINESS ADDRESS: STREET 1: 200 METROPLEX DRIVE STREET 2: SUITE 100 CITY: EDISON STATE: NJ ZIP: 08817 BUSINESS PHONE: 732-548-0101 MAIL ADDRESS: STREET 1: 200 METROPLEX DRIVE STREET 2: SUITE 100 CITY: EDISON STATE: NJ ZIP: 08817 8-K 1 b64186hce8vk.htm 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): February 15, 2007
HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
(Exact name of Registrant as Specified in its Charter)
         
Maryland   001-13417   13-3950486
         
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
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))
 
 

 


TABLE OF CONTENTS

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 February 15, 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 January 31, 2007, Hanover Capital Mortgage Holdings, Inc. (the “Company”) entered into a Separation and General Release Agreement (“Termination Agreement”) with Joyce S. Mizerak pursuant to which Ms. Mizerak tendered, and the Company accepted, her resignation as President of Hanover Capital Partners 2, Ltd., 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 Ms. Mizerak’s Amended and Restated Employment Agreement, dated July 1, 2002, with the Company. Ms. Mizerak’s resignation is discussed below in Item 5.02.
Pursuant to the terms of the Termination Agreement, Ms. Mizerak will be paid sixteen (16) month’s salary, eighteen (18) months of COBRA benefits, and certain other benefits in exchange for her agreement to certain non-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)   Joyce S. Mizerak, former President of Hanover Capital Partners 2 Ltd., Senior Managing Director of the Company and a member of its Board of Directors, resigned effective as of January 31, 2007.
A copy of the press release describing Ms. Mizerak’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 February 15, 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: February 15, 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 February 15, 2007.

 

EX-99.1 2 b64186hcexv99w1.htm EX-99.1 PRESS RELEASE, DATED FEBRUARY 15, 2007 exv99w1
 

Exhibit 99.1
DIRECTOR, EXECUTIVE OF HANOVER CAPITAL
MORTGAGE HOLDINGS, INC. RESIGNS
Edison, NJ, February 15, 2007 — John A. Burchett, Chairman and CEO of the Company, Hanover Capital Mortgage Holdings Inc., announced today the resignation of Joyce S. Mizerak as President of Hanover Capital Partners 2, Ltd., Senior Managing Director of the Company and a member of its Board of Directors. The resignation was effective as of January 31, 2007.
John A. Burchett said, “Joyce was a co-founder of our predecessor firm in 1989. She has been a valued member of our management team and our Board since inception. However, in light of the recent sale of the due diligence business of Hanover Capital Partners 2, Ltd., Joyce has decided to leave the firm to pursue other opportunities. We appreciate Joyce’s contributions to the Company in addition to her seven years of service as President of Hanover Capital Partners. We wish her well in her future endeavors.”
Ms. Mizerak said, “I’m proud of the many things we accomplished at Hanover, however, the successful sale of the due diligence business has provided the opportunity to pursue my other interests in the mortgage industry.”
Hanover Capital Mortgage Holdings, Inc. is a mortgage REIT staffed by seasoned mortgage capital markets professionals. HCM invests in mortgage-backed securities and mortgage loans. For further information, visit HCM’s Web site at www.hanovercapitalholdings.com.
Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934 as amended. HCM is including this cautionary statement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not historical fact are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements, to differ materially from future results, performance or achievements. The forward-looking statements are based on HCM’s current belief, intentions and expectations. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those factors, risks and uncertainties that are described in Item 1A of HCM’s Annual Report on Form 10-K for the year ended December 31, 2005 and in other securities filings by HCM. HCM’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this press release are made only as of the date hereof and HCM undertakes no obligation to update or revise the information contained in this announcement whether as a result of new information, subsequent events or circumstances or otherwise, unless otherwise required by law.

 

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