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): January 18,
2008
NEW
YORK MORTGAGE TRUST, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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001-32216
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47-0934168
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1301
Avenue of the Americas
New
York, New York 10019
(Address
and zip code of
principal
executive offices)
Registrant’s
telephone number, including area code: (212)
634-9400
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry
Into a Material Definitive Agreement.
On
January 18, 2008, New York Mortgage Trust, Inc. (the “Company”) issued 1.0
million shares of its Series A Cumulative Redeemable Convertible Preferred
Stock, $0.01 par value per share (the “Series A Preferred Stock”), to JMP Group
Inc. (NYSE: JMP) and certain of its affiliates (collectively, the “Investors”)
for an aggregate purchase price of $20.0 million pursuant to that certain Stock
Purchase Agreement dated as of November 30, 2007, by and among the Company
and
the Investors, as amended by Amendments No. 1 through 5 (collectively, the
“Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, the
Company granted the Investors an option, exercisable not later than April 4,
2008, to purchase up to an additional 1.0 million shares of the Series A
Preferred Stock for $20.00 per share. The Company offered and sold the Series
A
Preferred Stock to the Investors in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and Rule 506 of Regulation D thereunder.
Concurrent
with the closing of the Series A Preferred Stock offering on January 18, 2008,
and pursuant to the Stock Purchase Agreement, the Company entered into the
following agreements:
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a
registration rights agreement, by and among the Company and the Investors
(the “Registration Rights Agreement”);
and
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an
advisory agreement, by and among the Company, Hypotheca Capital,
LLC and
New York Mortgage Funding, LLC, each a wholly-owned subsidiary of
the
Company (the “Subsidiaries”), and JMP Asset Management LLC, an affiliate
of the Investors (the “Advisory
Agreement”).
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The
Company previously disclosed its entry into the Stock Purchase Agreement and
the
transactions contemplated therein in Item 1.01 of its Current Report on Form
8-K
filed on December 3, 2007 (the “December 3, 2007 Form 8-K”). The descriptions of
the material terms of the Stock Purchase Agreement, Registration Rights
Agreement and Advisory Agreement contained in Item 1.01 of the December 3,
2007
Form 8-K are incorporated by reference herein. These descriptions of the Stock
Purchase Agreement, Registration Rights Agreement and Advisory Agreement are
qualified in their entirety by the full terms and conditions of each such
agreement, copies of which are filed as Exhibits 10.1(a) and (b), 10.2 and
10.3,
respectively, to this Current Report on Form 8-K and incorporated by reference
herein.
Item
3.02. Unregistered
Sales of Equity Securities.
The
information contained in Items 1.01 and 5.03 of this report is incorporated
by
reference herein.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal
Officers
Effective
upon the closing of the Series A Preferred Stock offering on January 18, 2008,
and pursuant to the Stock Purchase Agreement, Steven B. Schnall, Mary Dwyer
Pembroke, Jerome F. Sherman and Thomas W. White resigned as directors of the
Company. Concurrent with the resignation of these directors and pursuant to
the
Stock Purchase Agreement, James J. Fowler and Steven
M.
Abreu were appointed as directors of the Company. Mr. Fowler was appointed
as
non-executive
Chairman
of our Board of Directors and the Chief Investment Officer of the Subsidiaries.
Mr. Fowler is a managing director of JMP Asset Management LLC and president
of
JMP Realty Trust, Inc., a private REIT that is externally managed by JMP Asset
Management and which is one of the Investors in the Series A Preferred
Stock.
In
addition, effective upon the
closing of the Series A Preferred Stock offering on January 18, 2008, and
pursuant to
the
Stock Purchase Agreement, the Company entered into new employment agreements
(the “New Employment Agreements”) with Steven R. Mumma, the Company’s Co-Chief
Executive Officer, President and Chief Financial Officer, and David A.
Akre, the Company’s Co-Chief
Executive Officer, which supersede and replace the previous employment
agreements with these executive officers. The
descriptions of the material terms of the New Employment Agreements contained
in
Item 5.02 of the December 3, 2007 Form 8-K are incorporated by reference herein.
The description of the New Employment Agreements is qualified in its entirety
by
the full terms and conditions of the New Employment Agreements, copies
of
which are filed as Exhibits 10.4 and 10.5 to this Current Report on Form 8-K
and
incorporated by reference herein.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In
connection with the Company’s issuance
and
sale of 1.0 million shares of its Series A Preferred Stock pursuant to the
Stock
Purchase Agreement, the Company filed Articles
Supplementary to the Company’s Charter designating the terms of the
Series A Cumulative Redeemable Convertible Preferred Stock of the Company
with the Maryland State Department of Assessment and Taxation on January 18,
2008. The following summary of the terms of the Series A Preferred
Stock
does not
purport to be complete and is qualified in its entirety by reference to the
Articles Supplementary to the Company’s Charter, a copy
of
which is filed as Exhibit 4.1 to this Current Report on Form 8-K and
incorporated by reference herein.
Rank
The
Series A Preferred Stock, with respect to dividend rights and rights upon
liquidation, dissolution or winding up of the Company, ranks: (a) prior or
senior to any class or series of common stock of the Company and any other
class
or series of equity securities of
the
Company, if the holders of Series A Preferred Stock shall be entitled to the
receipt of dividends or of amounts distributable upon liquidation, dissolution
or winding up in preference or priority to the holders of shares of such class
or series (“junior stock”); (b) on a parity with any class or series of equity
securities of the Company if, pursuant to the specific terms of such class
or
series of equity securities, the holders of such class or series of equity
securities and
the
Series A Preferred Stock shall be entitled to the receipt of dividends and
of
amounts distributable upon liquidation, dissolution or winding up in proportion
to their respective amounts of accrued and unpaid dividends per share or
liquidation preferences, without preference or priority one over the other
(“parity stock”); (c) junior to any class or series of equity
securities of
the
Company if, pursuant to the specific terms of such class or series, the holders
of such class or series shall be entitled to the receipt of dividends or amounts
distributable upon liquidation, dissolution or winding up in preference or
priority to the holders of the Series A Preferred Stock (“senior stock”); and
(d) junior to all existing and future indebtedness of the Company. The term
“equity securities” does not include convertible debt securities, which will
rank senior to the Series A Preferred Stock prior to conversion.
Dividends
Holders
of Series A Preferred Stock are entitled to receive, when and as authorized
by
the Board of Directors and declared by the Company, out of funds legally
available for the payment of distributions, cumulative preferential quarterly
cash dividends at the rate of the greater of (i) two and one half percent (2.5%)
per quarter of the $20.00 per share liquidation preference of the Series A
Preferred Stock (equivalent to a fixed annual amount of $2.00 per share) or
(ii)
the quotient of the quarterly dividend declared by the Company on shares of
its
common stock divided by the conversion price (defined below). In the event
the
Company fails to file a resale registration statement under the Securities
Act
with the Securities and Exchange Commission (“SEC”) on or before June 30, 2008
(“Registration Deadline”) pursuant to the Registration Rights Agreement, holders
of Series A Preferred Stock will be entitled to receive, when and as authorized
by the Board of Directors and declared by the Company, out of funds legally
available for the payment of distributions, an additional cumulative
preferential cash dividend at the rate of one-half percent (0.5%) per quarter
of
the $20.00 liquidation preference per share (equivalent to $0.10 per quarter
per
share) for each calendar quarter after the Registration Deadline until such
resale registration statement has been filed by the Company (the “Registration
Penalty Dividend”); provided,
however,
that
such Registration Penalty Dividend will not be due and payable if a majority
of
the “independent” directors determine in good faith that the failure to file the
resale registration statement by the Registration Deadline is due to
circumstances beyond the ultimate control of the Company or the result of any
action or inaction of any of the holders of the Series A Preferred Stock.
Dividends will accumulate on a daily basis and be cumulative from (but
excluding) the original date of issuance and be payable quarterly in arrears
on
or before the last day of each January, April, July and October of each year,
beginning on April 30, 2008 (each such day being hereinafter called a "Dividend
Payment Date") to holders of record of the Series A Preferred Stock at the
close
of business on
the
last business day of March, June, September and December immediately preceding
such Dividend Payment Date. The first dividend will be payable based on a full
quarter. Any dividend payable on the Series A Preferred Stock for any partial
dividend period will be computed on the basis of twelve 30-day months and a
360-day year. Holders of Series A Preferred Stock shall not be entitled to
receive any dividends in excess of cumulative dividends on the Series A
Preferred Stock and no interest shall be paid in respect of any dividend payment
or payments on the Series A Preferred Stock that may be in arrears.
When
dividends are not paid in full upon the Series A Preferred Stock or any other
class or series of parity stock, all dividends declared upon the Series A
Preferred Stock and any other class or series of parity stock shall be declared
ratably in proportion to the respective amounts of dividends accumulated,
accrued and unpaid on the Series A Preferred Stock and the parity stock. Except
as set forth in the preceding sentence, unless dividends on the Series A
Preferred Stock equal to the full amount of accumulated, accrued and unpaid
dividends have been or contemporaneously are declared and paid, or declared
and
a sum sufficient for the payment thereof set apart for such payment for all
past
dividend periods, no dividends will be declared or paid or set aside for payment
by the Company with respect to any class or series of parity stock. Unless
full
cumulative dividends on the Series A Preferred Stock have been paid or declared
and set apart for payment for all past dividend periods, no dividends (or other
cash or property) will be declared or paid or set apart for payment by the
Company with respect to any shares of junior stock, nor shall any shares of
junior stock be redeemed, purchased or otherwise acquired (except for purposes
of an employee benefit plan) for any consideration. Notwithstanding the above,
the Company is not prohibited from (i) declaring or paying or setting apart
for payment any dividend or distribution on any shares of parity stock or
(ii) redeeming, purchasing or otherwise acquiring any parity stock, in each
case, if such declaration, payment, redemption, purchase or other acquisition
is
necessary to maintain the Company’s qualification as a real estate investment
trust (“REIT”) under the Internal Revenue Code of 1986, as amended.
No
dividends on shares of Series A Preferred Stock may be declared by the Board
of
Directors of the Company or paid or set apart for payment by the Company at
such time as the terms and provisions of any agreement of the Company prohibits
such declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.
Liquidation
Preference
Upon
any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
before any payment or distribution by the Company shall be made to or set apart
for the holders of any shares of junior stock, the holders of shares of Series
A
Preferred Stock will be entitled to receive a liquidation preference of $20.00
per share (the “Liquidation Preference”), plus an amount equal to all
accumulated, accrued and unpaid dividends (whether or not earned or declared)
to
the date of final distribution to such holders. Until the holders of the Series
A Preferred Stock have been paid the Liquidation Preference in full, plus an
amount equal to all accumulated, accrued and unpaid dividends (whether or not
earned or declared)
to the date of final distribution to such holders, no payment shall be made
to
any holder of junior stock upon the liquidation, dissolution or winding up
of
the Company.
If
upon
any liquidation, dissolution or winding up of the Company, the assets of the
Company, or proceeds thereof, distributable among the holders of Series A
Preferred Stock shall be insufficient to pay in full the above described
preferential amount and liquidating payments on any other shares of any class
or
series of parity stock, then such assets,
or
the
proceeds thereof, will be distributed among the holders of Series A Preferred
Stock and any such other holder of parity stock ratably in the same proportion
as the respective amounts that would be payable on the Series A Preferred Stock
and any such other parity stock if all amounts payable thereon were paid in
full. A voluntary or involuntary liquidation, dissolution or winding up of
the
Company shall not include a consolidation or merger of the Company with one
or
more corporations, a sale, lease, conveyance or transfer of all or substantially
all of the Company’s assets or business, or a statutory share
exchange.
Upon
any
liquidation, dissolution or winding up of the Company, after payment has
been made in full to the holders of Series A Preferred Stock and any holders
of
parity stock, any other series or class or classes of junior stock will be
entitled to receive any and all assets remaining to be paid or
distributed.
Redemption
Except
as
set forth below under “Special Optional Redemption by Company” or “Special
Optional Redemption by Holders” or certain other exceptions, the Series A
Preferred Stock is not redeemable prior to December 31, 2010. To the extent
any shares of the Series A Preferred Stock are not converted into shares of
the
Company’s
common stock, or Company common stock, as set forth below, the Company will
redeem the Series A Preferred Stock, in whole but not in part, on or about
December 31, 2010 at a cash redemption price equal to 100% of the
Liquidation Preference, plus all accrued and unpaid dividends to the date fixed
for redemption (the “redemption date”). If full cumulative dividends on all
outstanding Series A Preferred Stock have not been paid or declared and set
apart for payment, no Series A Preferred Stock may be redeemed unless all
outstanding Series A Preferred Stock are simultaneously redeemed.
Special
Optional Redemption by Company
At
any
time following a Change of Control Optional
Conversion
Termination Date (as defined in the Articles Supplementary), the Company will
have the option upon written notice to the holders of record of the then
outstanding shares of Series A Preferred Stock (in accordance with the notice
requirements provided in the Articles Supplementary) to redeem the then
outstanding shares of Series A Preferred Stock, in whole but not in part, within
90 days after the Change of Control Optional Conversion Termination Date, for
a
cash redemption price equal to 100% of the Liquidation Preference, plus all
accrued and unpaid dividends to the redemption date. Upon any redemption of
the
Series A Preferred Stock pursuant to this special optional redemption by the
Company, the Company will pay any accrued and unpaid dividends to the redemption
date, whether or not authorized, unless the redemption date falls after a
dividend payment record date and prior to the corresponding Dividend Payment
Date, in which case each holder of the Series A Preferred Stock at the close
of
business on such dividend payment record date will be entitled to the
distribution payable on such shares on the corresponding Dividend Payment Date
notwithstanding the redemption of such shares before the Dividend Payment Date.
A “change of control” has the meaning ascribed to it in the Articles
Supplementary.
Special
Optional Redemption by Holders
In
the
event the Company fails to issue and sell Company common stock that generates
aggregate gross proceeds to the Company, before underwriting discounts and
commissions, placement fees and offering expenses, of $50 million by September
30, 2008, then the holders of Series A Preferred Stock have the right to redeem
the Series A Preferred Stock in exchange for, at the option of the Company,
(x)
cash equal to the Liquidation Preference, plus an
amount
equal to all accumulated, accrued and unpaid dividends (whether or not earned
or
declared) to the redemption date,
or (y)
senior notes equal in value to the Liquidation Preference per share, maturing
on
December 31, 2010, bearing an annual interest rate of ten percent (10%) and
on
other terms reasonably satisfactory to the holders of the Series A Preferred
Stock, plus an amount equal to all accumulated, accrued and unpaid dividends
to
the redemption date.
Conversion
Optional
Conversion
Subject
to
the
requirements sets forth in the Articles Supplementary for such conversion,
a
holder of any shares of the Series A Preferred Stock has the right, at its
option, to convert all or any portion of its outstanding Series A Preferred
Stock (the “Optional Conversion Right”), into the number of fully paid and
non-assessable shares of Company common stock at a conversion rate of one share
of common stock per $4.00 liquidation preference (the “Conversion Rate”), which
is equivalent to a conversion price of approximately $4.00 per share of Company
common stock (the “Conversion Price”) (subject to adjustment as described
below). Such holder shall surrender to the Company such shares of Series A
Preferred Stock to be converted in accordance with the provisions set forth
in
the Articles Supplementary.
If
a
holder of shares of Series A Preferred Stock exercises its Optional Conversion
Right, upon delivery of the Series A Preferred Stock for conversion, those
shares of Series A Preferred Stock shall cease to cumulate dividends as of
the
end of the day immediately preceding the conversion date (as defined in the
Articles Supplementary) and the holder shall not receive any cash payment
representing accrued and unpaid dividends of the Series A Preferred Stock,
except in those limited circumstances discussed below. Except as provided below,
the Company will make no payment for accrued and unpaid dividends, whether
or
not in arrears, on the Series A Preferred Stock converted at a holder’s election
pursuant to a conversion right, or for dividends on shares of Company common
stock issued upon such conversion.
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if
the Company receives a conversion notice after the Dividend Record
Date
but prior to the corresponding Dividend Payment Date, the holder
on the
Dividend Record Date shall receive on that Dividend Payment Date
accrued
dividends on those shares of Series A Preferred Stock, notwithstanding
the
conversion of those shares of Series A Preferred Stock prior to that
Dividend Payment Date; provided,
however,
that at the time that such holder surrenders the Series A Preferred
Stock
for conversion, the holder shall pay to the Company an amount equal
to the
dividend that has accrued and that shall be paid on the related Dividend
Payment Date; and
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a
holder of shares of Series A Preferred Stock on a Dividend Record
Date who
exercises its Optional Conversion Right and converts such Series
A
Preferred Stock into Company common stock on or after the corresponding
Dividend Payment Date shall be entitled to receive the dividend payable
on
such Series A Preferred Stock on such Dividend Payment Date, and
the
converting holder need not include payment of the amount of such
dividend
upon surrender for conversion of the Series A Preferred
Stock.
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However,
if
the
Company receives a conversion notice before the close of business on a Dividend
Record Date, the holder shall not be entitled to receive any portion of the
dividend payable on such converted Series A Preferred Stock on the corresponding
Dividend Payment Date.
Mandatory
Conversion
Each
outstanding share of Series A Preferred Stock will be converted into the number
of fully paid and non-assessable shares of Company common stock at the
Conversion Rate (subject to adjustment as described below) upon satisfaction
of
the following conditions (the “Mandatory Conversion”):
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the
Company has obtained the requisite approval(s), if any, of its common
stockholders in connection with the issuance of the Series A Preferred
Stock or any Company common stock issuable upon conversion of such
shares
of Series A Preferred Stock;
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the
resale registration statement has been declared effective by the
SEC;
and
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the
number of shares of Company common stock issuable upon conversion
of the
outstanding shares of Series A Preferred Stock equal a number that
is less
than ten percent (10%) of the Company’s then outstanding common
stock.
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provided,
however, that
no
such Mandatory Conversion will occur if such conversion would result in the
Company being consolidated for accounting purposes as a subsidiary of JMP Group,
Inc. Upon exercise of the Mandatory Conversion right and the surrender of shares
of the Series A Preferred Stock by a holder thereof, the Company will issue
and
deliver or cause to be issued and delivered to such holder, or to such other
person on such holder’s written order, certificates representing the number of
validly issued, fully paid and non-assessable shares of Company common stock
to
which a holder of shares of Series A Preferred Stock being converted, or a
holder’s transferee, shall be entitled.
To
exercise this Mandatory Conversion right, the Company must issue a press release
prior to the opening of business on any trading day not more than five trading
days following any date on which the Company becomes aware that the conditions
set forth above for the Mandatory Conversion have been satisfied, announcing
the
satisfaction of the Mandatory Conversion conditions. The conversion date (the
“Mandatory Conversion Date”) will be on the date that is five trading days after
the date on which the Company issues such press release. Each conversion shall
be deemed to have been made at the close of business on the Mandatory Conversion
Date so that the rights of the holder thereof as to the Series A Preferred
Stock
being converted shall cease except for the right to receive the number of fully
paid and non-assessable shares of Company common stock at the Conversion Rate
(subject to adjustment as described below), and the person entitled to receive
shares of Company common stock will be treated for all purposes as having become
the record holder of those shares of common stock at that time.
If
the
Company exercises the Mandatory Conversion right and the Mandatory Conversion
Date is a date that is on, or after the close of business on, any Dividend
Record Date and prior to the close of business on the corresponding Dividend
Payment Date, all dividends, including accrued and unpaid dividends, whether
or
not in arrears, with respect to the Series A Preferred Stock called for
conversion on such date, will be payable on such Dividend Payment Date to the
record holder of such shares on such record date. However, if the Company
exercises the Mandatory Conversion right and the Mandatory Conversion Date
is a
date that is prior to the close of business on any Dividend Record Date, the
holder shall not be entitled to receive any portion of the dividend payable
for
such period on such converted shares on the corresponding Dividend Payment
Date;
provided,
however,
that all
unpaid dividends that are in arrears as of the Mandatory Conversion Date will
be
payable to the holder of the Series A Preferred Stock.
Conversion
Rate Adjustments
If
the
Company shall, at any time or from time to time after the original issue date
of
the Series A Preferred Stock while any shares of Series A Preferred Stock are
outstanding, effect one or more stock dividends, stock split-ups (including
reverse splits), subdivisions or consolidations of shares of Company common
stock, the Conversion Rate shall be appropriately adjusted to reflect such
stock
dividends, stock split-ups, subdivisions or consolidations of shares of common
stock. In addition, if during the period in which shares of the Series A
Preferred Stock remain outstanding the Company issues or sells any shares of
common stock (excluding any equity awards granted under the Company’s 2005 Stock
Incentive Plan) for a price per share that is less than the Conversion Price
at
the time of such issuance or sale, the Conversion Rate immediately will be
adjusted by multiplying the Conversion Rate by the quotient of (x) the
Conversion Price at the time of such issuance or sale divided by (y) the product
of the Conversion Price at the time of such issuance or sale multiplied by
(a)
an amount equal to the sum of (i) the number of shares of common stock
outstanding and deemed to be outstanding immediately prior to such sale plus
the
number of shares of common stock to be issued upon such issuance or sale
multiplied by the Conversion Price at the time of such issuance or sale and
(ii)
the total consideration received and deemed to be received by the Company upon
such issuance and sale and (b) dividing the result by an amount equal to (i)
the
sum of (A) the amount determined in (a) and (B) the product of the number of
shares issued or sold multiplied by the Conversion Price at the time of such
issuance or sale, minus (ii) the consideration received.
Voting
Rights
Holders
of the Series A Preferred Stock have the same voting rights as holders of
Company common stock and will vote together with holders of common stock as
a
single class, except as set forth below.
If
and
whenever distributions on any shares of Series A Preferred Stock or any
series or
class
of parity stock are in arrears for six or more quarterly periods (whether or
not
consecutive), the number of directors then constituting the Board of Directors
will be increased by two and the holders of such shares of Series A Preferred
Stock (voting together as a single class with all other shares of parity stock
of any other class or series which is entitled to similar voting rights
(excluding common stock (the “Voting Preferred Stock’’)), will be entitled to
vote for the election of the two additional directors of the Company at any
annual meeting of stockholders or at a special meeting of the holders of the
Series A Preferred Stock and of the Voting Preferred Stock called for that
purpose. The Company must call such special meeting upon the request of any
holder of record of shares of Series A Preferred Stock. Whenever dividends
in
arrears on outstanding shares of the Series A Preferred Stock and the Voting
Preferred Stock have been paid and dividends thereon for the current quarterly
dividend period have been paid or declared and set apart for payment, then
the
right of the holders of the Series A Preferred Stock to elect such additional
two directors will cease and the terms of office of such directors will
terminate, with the number of directors constituting the Board of Directors
being reduced accordingly.
The
affirmative vote or consent of at least 66 2/3%
of the
votes entitled to be cast by the holders of the outstanding Series A Preferred
Stock and the holders of all other classes or series of preferred stock of
the
Company entitled to vote on such matters, voting as a single class, will be
required to (i) authorize the creation of, the increase in the authorized
amount of, or issuance of any shares of any class of senior stock or any
security convertible into shares of any class of senior stock or
(ii) amend, alter or repeal any provision of, or add any provision to, the
Charter, including the Articles Supplementary for the Series A Preferred Stock,
if such action would materially adversely affect the voting powers, rights
or
preferences of the holders of the Series A Preferred Stock. The amendment of
the
Charter to authorize, create, or increase the authorized amount of junior stock
or any class of parity stock, is not deemed to materially adversely affect
the
voting powers, rights or preferences of the holders of Series A Preferred Stock.
With
respect to the exercise of the above described voting rights, each share of
Series A Preferred Stock is entitled to a number of votes equal to the
Conversion Rate then in effect. The foregoing voting provisions will not apply
if, at or prior to the time when the act with respect to which such vote would
otherwise be required shall be effected, all outstanding Series A Preferred
Stock shall have been redeemed or called for redemption upon proper notice
and
sufficient funds shall have been deposited in trust to effect such
redemption.
Item
7.01. Regulation
FD Disclosure.
On
January 22, 2008, the Company issued a press release announcing, among other
things, that it had completed the issuance and sale of $20.0 million of its
Series A Preferred Stock to JMP Group Inc. and certain of its affiliates. A
copy
of the press release is furnished herewith as Exhibit 99.1 and is incorporated
by reference herein.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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4.1
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Articles
Supplementary Establishing and Fixing the Rights and Preferences
of
Series A Cumulative Redeemable Convertible Preferred Stock of New
York Mortgage Trust, Inc.
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4.2
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Form
of Series A Cumulative Redeemable Convertible Preferred Stock
Certificate.
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10.1(a)
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Stock
Purchase Agreement, by and among New York Mortgage Trust, Inc. and
the
Investors listed on Schedule I thereto, dated as of November 30,
2007.
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10.1(b)
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Amendment
No. 5 to Stock Purchase Agreement, by and among New York Mortgage
Trust,
Inc. and the Investors listed on Schedule I to the Stock Purchase
Agreement, dated as of January 18, 2008.
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10.2
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Registration
Rights Agreement, by and among New York Mortgage Trust, Inc. and
the
Investors listed on Schedule I to the Stock Purchase Agreement, dated
as
of January 18, 2008.
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10.3
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Advisory
Agreement, by and among New York Mortgage Trust, Inc., Hypotheca
Capital,
LLC, New York Mortgage Funding, LLC and JMP Asset Management LLC,
dated as
of January 18, 2008.
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10.4
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Employment
Agreement, by and between New York Mortgage Trust, Inc. and David
A. Akre,
dated as of January 18, 2008.
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| |
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10.5
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Employment
Agreement, by and between New York Mortgage Trust, Inc. and Steven
R.
Mumma, dated as of January 18, 2008.
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| |
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99.1
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Press
Release dated January 22, 2008.
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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 thereunto duly authorized.
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NEW
YORK
MORTGAGE TRUST, INC.
(Registrant)
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| Date:
January 25, 2008 |
By: |
/s/
Steven R. Mumma |
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Steven
R. Mumma |
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President
and
Chief Financial Officer |
Exhibit
Index
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Exhibit
No.
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Description
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4.1
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Articles
Supplementary Establishing and Fixing the Rights and Preferences
of
Series A Cumulative Redeemable Convertible Preferred Stock of New
York Mortgage Trust, Inc.
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4.2
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Form
of Series A Cumulative Redeemable Convertible Preferred Stock
Certificate.
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10.1(a)
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|
Stock
Purchase Agreement, by and among New York Mortgage Trust, Inc. and
the
Investors listed on Schedule I thereto, dated as of November 30,
2007.
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10.1(b)
|
|
Amendment
No. 5 to Stock Purchase Agreement, by and among New York Mortgage
Trust,
Inc. and the Investors listed on Schedule I to the Stock Purchase
Agreement, dated as of January 18, 2008.
|
| |
|
|
|
10.2
|
|
Registration
Rights Agreement, by and among New York Mortgage Trust, Inc. and
the
Investors listed on Schedule I to the Stock Purchase Agreement, dated
as
of January 18, 2008.
|
| |
|
|
|
10.3
|
|
Advisory
Agreement, by and among New York Mortgage Trust, Inc., Hypotheca
Capital,
LLC, New York Mortgage Funding, LLC and JMP Asset Management LLC,
dated as
of January 18, 2008.
|
| |
|
|
|
10.4
|
|
Employment
Agreement, by and between New York Mortgage Trust, Inc. and David
A. Akre,
dated as of January 18, 2008.
|
| |
|
|
|
10.5
|
|
Employment
Agreement, by and between New York Mortgage Trust, Inc. and Steven
R.
Mumma, dated as of January 18, 2008.
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| |
|
|
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99.1
|
|
Press
Release dated January 22, 2008.
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