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): March 5, 2008
_______________
REDWOOD
TRUST, INC.
(
Exact
name of registrant as specified in its charter)
|
|
|
|
|
|
|
Maryland
|
|
001-13759
|
|
68-0329422
|
|
(State
or other
jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
One
Belvedere Place
Suite 300
Mill
Valley, California 94941
(Address
of principal executive offices and Zip Code)
(415) 389-7373
(Registrant’s
telephone number, including area code)
Not
Applicable
(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))
Effective
March 5, 2008, the Board of Directors of Redwood Trust, Inc. (the “Company”),
adopted Amended and Restated Bylaws of the Company. Following is a description
of the provisions adopted or changed by the amendment, which is qualified
in its
entirety by reference to the Amended and Restated Bylaws filed as Exhibit
3.1
hereto and incorporated by reference herein.
GENERAL
In
addition to the amendments described below, the Amended and Restated Bylaws
include certain changes that (a) reflect changes to the Maryland General
Corporation Law, (b) address recent developments in public company governance,
(c) clarify certain corporate procedures, and (d) conform language and
style.
ARTICLE
II. MEETINGS
OF STOCKHOLDERS.
SECTION
4. Notice.
The
amended Bylaws clarify that imperfect notice to one or more stockholders
will
not affect the validity of an annual meeting or a special meeting of
stockholders and that the Company can postpone or cancel a meeting of the
stockholders by making a public announcement prior to the meeting.
SECTION
10. Inspectors.
The
amended Bylaws provide that the Board of Directors of the Company or the
chair
of the meeting of stockholders may appoint before or at the meeting one or
more
inspectors.
SECTION
11. Advance
Notice of Stockholder Nominees for Director and Other Stockholder
Proposals.
The
amended Bylaws (a) enhance the requirements relating to information that
the
stockholder proponent must provide about persons acting in concert with such
stockholder, (b) enhance other informational requirements, including information
about hedging activities and investment strategies with respect to the
stockholder proponent's investment in the Company and in other entities,
if
considered appropriate, (c) allow the Company to disregard stockholder proposals
containing materially inaccurate information submitted by the stockholder
proponent for the election of a director or other business, and (d) allow
the
Company to require written updates on information provided by the stockholder
proponent.
ARTICLE
III. DIRECTORS.
SECTION
15. Ratification.
The
amended Bylaws clarify the power of the Board of Directors or the stockholders
to ratify any action or inaction that they could have originally authorized,
including any action or inaction in derivative proceedings or other
matters.
SECTION
16. Emergency
Provisions.
The
amended Bylaws include new provisions to allow the Board of Directors to
react
to a catastrophe or similar emergency.
ARTICLE
IV. OFFICERS.
The
amended Bylaws establish the officer positions of Chief Financial Officer,
Chief
Investment Officer, and Managing Directors.
ARTICLE
V. STOCK
CERTIFICATES.
The
amended Bylaws update certain provisions regarding stock certificates, lost
certificates, and uncertificated shares.
ARTICLE
X. SUNDRY
PROVISIONS.
SECTION
5. Reliance.
The
amended Bylaws better conform director and officer reliance to the language
of
the Maryland General Corporation Law.
Item 9.01.
Financial Statements and Exhibits.
|
|
Exhibit
3.1 |
Redwood
Trust, Inc. Amended and Restated
Bylaws
|
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 thereunto
duly authorized.
|
|
|
|
|
|
|
Date:
March 11, 2008
|
REDWOOD
TRUST, INC.
|
|
|
|
By:
|
/s/
MARTIN
S. HUGHES
|
|
|
|
|
Martin
S. Hughes
|
|
|
|
|
Chief
Financial Officer
|
|
|
|
Exhibit
Index
|
ExhibitNo.
|
|
Exhibit
Title
|
| |
|
|
|
3.1
|
|
Redwood
Trust, Inc. Amended and Restated
Bylaws
|