As filed with the Securities and Exchange Commission on May 22, 2009
Registration No. 333-117070
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
Registration Statement under
The Securities Act of 1933
IMPAC MORTGAGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
Maryland |
33-0675505 |
|
(State or other jurisdiction of |
(I.R.S. Employer |
19500 Jamboree Road, Irvine, California 92612
(Address of principal executive offices)
(949) 475-3600
(Registrant’s telephone number, including area code)
19500 Jamboree Road
Irvine, California 92612
(949) 475-3600
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Katherine J. Blair, Esq.
K&L Gates LLP
10100 Santa Monica Boulevard
Seventh Floor
Los Angeles, CA 90067
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):
|
Large accelerated filer o |
|
Accelerated filer x |
|
Non-accelerated filer o (Do not check if a smaller |
|
Smaller reporting |
|
|
|
|
|
reporting company) |
|
|
EXPLANATORY NOTE
Deregistration of Securities
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (File No. 333-117070) filed on July 1, 2004 (the “Registration Statement”) as it pertains to the registration of 500,000 shares of Common Stock, par value $0.01 per share, of Impac Mortgage Holdings, Inc. (the “Common Stock”), associated with participation in the Impac Companies 401(k) Savings Plan (the “Plan”). Pursuant to Rule 416 of the Securities Act of 1933, as amended, the Registration Statement also covered an indeterminate amount of interests to be offered and sold pursuant to the Plan (the “Plan Interests”). As of January 1, 2008, the Plan no longer offers the Common Stock as a voluntary investment option for participants in the Plan.
The undersigned Registrant hereby removes and withdraws from registration all shares and the Plan Interests, as previously registered pursuant to the Registration Statement and relating to the Plan, which remain unsold.
Item 8. Exhibits
|
Exhibit No. |
|
Description |
||
|
|
|
|
|
|
|
24 |
|
Power of Attorney (incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 1, 2004, Registration No. 333-117070). |
||
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 May, 2009.
|
|
IMPAC MORTGAGE HOLDINGS, INC. |
|
|
|
|
|
|
|
By: |
/s/ Todd R. Taylor |
|
|
Todd R. Taylor, Chief Financial Officer |
|
Pursuant to the requirements of the Securities Act of 1933, 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 |
|
May 22, 2009 |
|
Joseph R. Tomkinson |
|
|
|
|
|
|
|
|
|
|
|
* |
|
President and Director |
|
May 22, 2009 |
|
William S. Ashmore |
|
|
|
|
|
|
|
|
|
|
|
/s/ Todd R. Taylor |
|
Chief Financial Officer
(Principal Financial |
|
May 22, 2009 |
|
Todd R. Taylor |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
May 22, 2009 |
|
James Walsh |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
May 22, 2009 |
|
Frank P. Filipps |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
May 22, 2009 |
|
Stephan R. Peers |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
May 22, 2009 |
|
Leigh J. Abrams |
|
|
|
|
|
* By: |
/s/ Joseph R. Tomkinson |
|
|
|
Joseph R. Tomkinson |
|
|
|
Attorney-in-fact for each of the persons indicated |
|
3
The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the administrator of the Impac Companies 401(k) Savings Plan 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 the 22nd day of May, 2009.
IMPAC COMPANIES 401(k) SAVINGS PLAN
|
By: |
/s/ SHERALEE URBANO |
|
|
Its: |
Vice President, Human Resources |
|
4