IMPAC MORTGAGE HOLDINGS INC
8-K/A, 1998-02-12
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A
                               AMENDMENT NO. 1 TO

                            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 28, 1998

                         IMPAC MORTGAGE HOLDINGS, INC.
             (Exact Name of Registrant as Specified in its Charter)


                                    Maryland
                 (State or Other Jurisdiction of Incorporation)


       0-19861                                   33-0675505
(Commission File Number)            (I.R.S. Employer Identification No.)


                              20371 Irvine Avenue
                      Santa Ana Heights, California 92707
          (Address of Principal Executive Offices, Including Zip Code)


                                 (714) 556-0122
              (Registrant's Telephone Number, Including Area Code)



                    Imperial Credit Mortgage Holdings, Inc.
         (Former name or former address, if changed since last report.)
<PAGE>
 
Item 5.   Other Events
- -------   ------------

          The Registrant, upon receiving the requisite number of shareholder
          votes on January 27, 1998, amended its charter and changed its name
          from Imperial Credit Mortgage Holdings, Inc. to Impac Mortgage
          Holdings, Inc. and deleted Article XIV to the Company's Bylaws and
          replaced it with a new Article XIV, as set forth in Exhibit 3.2(a)
          hereto.

Item 7.   Financial Statements and Exhibits
- -------   ---------------------------------

          Exhibit 3.1(a) Articles of Amendment
          Exhibit 3.2(a) Amendment to Bylaws
<PAGE>
 
                                   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, hereunto duly authorized.


                              IMPAC MORTGAGE HOLDINGS, INC.



Date: February 11, 1998       /s/ RICHARD J. JOHNSON
                              By:____________________________________________
                              Name: Richard J. Johnson
                              Title: Chief Financial Officer and Secretary
<PAGE>
 
                         IMPAC MORTGAGE HOLDINGS, INC.


                                 EXHIBIT INDEX

Exhibit No.              Description
- -------------            -----------

3.1(a)                   Articles of Amendment
3.2(a)                   Amendment to Bylaws

<PAGE>
 
                                                                  Exhibit 3.1(a)
                                                                  --------------

                               STATE OF MARYLAND



                                                                          601066

                              STATE DEPARTMENT OF
                            ASSESSMENTS AND TAXATION
               301 West Preston Street Baltimore, Maryland  21201



                                                         DATE:  JANUARY 28, 1998



     THIS IS TO ADVISE YOU THAT THE ARTICLES OF AMENDMENT WITH A NAME CHANGE FOR
IMPERIAL CREDIT MORTGAGE HOLDINGS, INC. CHANGING TO IMPAC MORTGAGE HOLDINGS,
INC. WERE RECEIVED AND APPROVED FOR RECORD ON JANUARY 28, 1998 AT 12:40 PM.



FEE PAID:                     77.00



[ SEAL ]



                                              WILLIAM B. MARKER
                                              CHARTER SPECIALIST
<PAGE>
 
                    IMPERIAL CREDIT MORTGAGE HOLDINGS, INC.
                    ---------------------------------------

                             ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

     FIRST:    The charter of Imperial Credit Mortgage Holdings, Inc., a
     -----                                                              
Maryland corporation (the "Corporation"), is hereby amended by deleting existing
Article II in its entirety and substituting in lieu thereof a new article to
read as follows:

                                  "ARTICLE II

                                      NAME

              The name of the corporation (the "Corporation") is:

                         Impac Mortgage Holdings, Inc."

     SECOND:   The amendment to the charter of the Corporation as set forth
     ------                                                                
above has been duly advised by the Board of Directors of the Corporation and
approved by the stockholders of the Corporation as required by law.

     THIRD:    The undersigned President acknowledges these Articles of
     -----                                                             
Amendment to be the corporate act of the Corporation and, as to all matters or
facts required to be verified under oath, the undersigned President acknowledges
that to the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made under
the penalties for perjury.

     IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed
in its name and on its behalf by its President and attested to by its Secretary
on this    27      day of January, 1998.
        ----------                      

ATTEST:                                 IMPERIAL CREDIT MORTGAGE
                                        HOLDINGS, INC.


By: /s/ Richard J. Johnson              By: /s/ William S. Ashmore     (SEAL)
   ------------------------                 ----------------------------
     Richard J. Johnson                      William S. Ashmore
     Secretary                               President

                                      -2-

<PAGE>
 
                                                                  Exhibit 3.2(a)
                                                                  --------------

                                 ARTICLE XIV/1/




                              AMENDMENT OF BYLAWS

     The Bylaws may be adopted, amended or repealed by the affirmative vote of a
majority of the outstanding shares entitled to vote or by the approval of the
Board of Directors.

- -------------------------------------

     /1/    The amendment to this Article XIV of the Bylaws was approved by
shareholder vote on January 27, 1998.


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