As filed with the Securities and Exchange Commission on January 22, 2014

Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

 

FORM S-8

 

Registration Statement Under
The Securities Act of 1933

 

 

IMPAC MORTGAGE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

19500 Jamboree Road, Irvine, CA 92612

(Address of principal executive offices)

 

(949) 475-3600

(Registrant’s telephone number, including area code)

 

 

Impac Mortgage Holdings, Inc.  2010 Omnibus Incentive Plan

(Full Title of the plans)

 

Ronald M. Morrison	Copy to:
General Counsel	Katherine J. Blair, Esq.
19500 Jamboree Road	K&L Gates LLP
Irvine, CA 92612	10100 Santa Monica Blvd
(949) 475-3600	Seventh Floor
(Name, address and telephone number of agent	Los Angeles, CA 90067
for service)	Telephone: (310) 552-5000
	Facsimile: (310) 552-5001

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

(Check one):

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price per Share (3)			Proposed Maximum Aggregate Offering Price (3)			Amount of Registration Fee
Common Stock, $0.01 par value per share(2)		300,000 shares		$	6.16		$	1,848,000		$	238.02

(1)         This Registration Statement also covers an indeterminate number of shares of Common Stock which may be issuable by reason of stock splits, stock dividends or similar transactions pursuant to Rule 416 of the Securities Act of 1933, as amended.

 

(2)         Includes certain preferred stock purchase rights associated with the shares of Common Stock pursuant to the Tax Benefits Preservation Rights Agreement, dated September 3, 2013, and as amended on September 24, 2013.

 

(3)         Estimated in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the total registration fee.  Computation is based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the NYSE MKT on January 21, 2014.

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), an additional 300,000 shares of Impac Mortgage Holdings, Inc.’s (the “Registrant”) common stock, par value $0.01 per share (the “Common Stock”), issuable pursuant to the Registrant’s 2010 Omnibus Incentive Plan, as amended (the “Plan”).   The additional shares of the Registrant’s Common Stock being registered hereunder represent the increase in the number of shares issuable under the Plan that was approved by the stockholders on July 23, 2013 at the Registrant’s annual meeting of stockholders.

 

The shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the shares of Common Stock registered for issuance under the Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-169316) filed on September 10, 2010, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities.  On November 30, 2012, the Company filed a Registration Statement on Form S-8 (Registration No. 333-185195) to register an additional 250,000 shares under the Plan, which increase was approved by the stockholders on July 24, 2012 at the Registrant’s annual meeting of stockholders. Such previously filed Registration Statements on Form S-8 are referred to herein as the “Original Registration Statements.” Pursuant to General Instruction E of Form S-8, the contents of the Original Registration Statements, including any amendments thereto or filings incorporated therein, are incorporated herein by this reference. Any items in the Original Registration Statements not expressly changed hereby shall be as set forth in the Original Registration Statements.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.   Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the Securities and Exchange Commission, or SEC, (File No.  001-14100) are incorporated herein by reference:

 

·              The Registrant’s Annual Report on Form 10-K and amendment on Form 10-K/A for the fiscal year ended December 31, 2012, filed on March 12, 2013 and April 30, 2013, respectively;

·              The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013, as filed on May 14, 2013, for the quarter ended June 30, 2013, as filed on August 12, 2013, and for the quarter ended September 30, 2013, as filed on November 12, 2013;

·              The Registrant’s Current Reports on Form 8-K (other than information furnished pursuant to Item 2.02 or Item 7.01 thereof) filed on April 30, 2013, May 9, 2013, July 26, 2013, September 4, 2013, and September 25, 2013;

·                  The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A, including all amendments and reports filed for the purpose of updating such description, filed pursuant to Section 12(b) of the Exchange Act initially on December 24, 2009 (File No. 001-14100); and

·                  The description of the Registrant’s preferred stock purchase rights contained in its registration statement on Form 8-A, including all amendments and reports filed for the purpose of updating such description, filed pursuant to Section 12(b) of the Exchange Act initially on September 5, 2013 (File No. 001-14100).

 

The Registrant incorporates by reference the documents listed above and any documents subsequently filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, (except for information furnished under Item 2.02 or Item 7.01 of Form 8-K, which is not deemed filed and not incorporated by reference herein) prior to the filing of a post-effective amendment, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part thereof from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

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Item 8.   Exhibits.

 

Exhibit Number
5.1		Opinion of K&L Gates LLP.
23.1		Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP.
23.2		Consent of K&L Gates LLP (contained in Exhibit 5.1).
24.1		Power of Attorney (contained on signature page).
99.1		Impac Mortgage Holdings, Inc. 2010 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K, filed with the SEC on July 26, 2013).
99.2		Form of Stock Option Agreement for 2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.6 of Registrant’s Registration Statement on Form S-8, filed with the SEC on September 10, 2010).
99.3		Form of Restricted Stock Agreement for 2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.7 of Registrant’s Registration Statement on Form S-8, filed with the SEC on September 10, 2010).
99.4		Non-Employee Director Deferred Stock Unit Award Program (incorporated by reference to Exhibit 10.6 of Registrant’s Annual Report on Form 10-K, filed with the SEC on March 31, 2011).
99.5		Form of Notice of Grant Under Non-Employee Director Deferred Stock Unit Award Program (incorporated by reference to Exhibit 10.6(a) of Registrant’s Annual Report on Form 10-K, filed with the SEC on March 31, 2011).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on this 22nd day of January, 2014.

 

	IMPAC MORTGAGE HOLDINGS, INC.
	By:	/s/ Ron Morrison

 

POWER OF ATTORNEY

 

We, the undersigned officers and directors of Impac Mortgage Holdings, Inc., do hereby constitute and appoint William S. Ashmore and Todd R. Taylor, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Names		Title		Date
/s/ Joseph R. Tomkinson		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)		January 22, 2014
Joseph R. Tomkinson
/s/ William S. Ashmore		President and Director		January 22, 2014
William S. Ashmore
/s/ Todd R. Taylor		Chief Financial Officer (Principal Financial and Accounting Officer)		January 22, 2014
Todd R. Taylor
/s/ James Walsh		Director		January 22, 2014
James Walsh
/s/ Frank P. Filipps		Director		January 10, 2014
Frank P. Filipps
/s/ Stephan R. Peers		Director		January 22, 2014
Stephan R. Peers
/s/ Leigh J. Abrams		Director		January 9, 2014
Leigh J. Abrams

 

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EXHIBIT INDEX

 

Exhibit Number
5.1		Opinion of K&L Gates LLP.
23.1		Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP.
23.2		Consent of K&L Gates LLP (contained in Exhibit 5.1).
24.1		Power of Attorney (contained on signature page).
99.1		Impac Mortgage Holdings, Inc. 2010 Omnibus Incentive Plan, as amended (incorporated by reference to Appendix A of Registrant’s Proxy Statement on Form Def 14A filed with the SEC on April 30, 2012).
99.2		Form of Stock Option Agreement for 2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.6 of Registrant’s Registration Statement on Form S-8, filed with the SEC on September 10, 2010).
99.3		Form of Restricted Stock Agreement for 2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.7 of Registrant’s Registration Statement on Form S-8, filed with the SEC on September 10, 2010).
99.4		Non-Employee Director Deferred Stock Unit Award Program (incorporated by reference to Exhibit 10.6 of Registrant’s Annual Report on Form 10-K, filed with the SEC on March 31, 2011).
99.5		Form of Notice of Grant Under Non-Employee Director Deferred Stock Unit Award Program (incorporated by reference to Exhibit 10.6(a) of Registrant’s Annual Report on Form 10-K, filed with the SEC on March 31, 2011).

 

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