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): May 13, 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)
792-0107
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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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
May
13, 2008, New York Mortgage Trust, Inc. (the "Company") filed amendments to
its
Articles of Amendment and Restatement (the “Charter”) with the Department of
Assessments and Taxation of the State of Maryland (the "SDAT") to effect a
reverse stock split of its outstanding shares of common stock ("Amendment No.
1") and to subsequently reduce the common stock’s par value ("Amendment No. 2").
Pursuant to Amendment No. 1, which will become effective at 12:01 a.m., eastern
time, on May 27, 2008 (the “Amendment No. 1 Effective Time”), every two shares
of common stock, par value $0.01 per share, of the Company, issued and
outstanding immediately prior to the Amendment No. 1 Effective Time, will be
changed into one issued and outstanding share of common stock, par value $0.02
per share. No fractional shares of common stock of the Company will be issued
upon the effectiveness of Amendment No. 1. Instead, each stockholder otherwise
entitled to a fractional share as a result of the reverse stock split will
be
entitled to receive in lieu thereof cash in an amount equal to the product
of a
fraction of a share multiplied by the last quoted price, or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market
for the Company’s common stock, as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System for the last trading day
before the Amendment No. 1 Effective Time.
Pursuant
to Amendment No. 2, which will become effective at 12:02 a.m., eastern time,
on
May 27, 2008 (the “Amendment No. 2 Effective Time”), the par value of the
Company’s issued and outstanding shares of common stock immediately prior to the
Amendment No. 2 Effective Time will be decreased from $0.02 per share to $0.01
per share.
As
a
result of these Charter amendments, as of the Amendment No. 2 Effective Time,
the Company will have 400,000,000 shares of common stock, par value $0.01 per
share, authorized and approximately 9.3 million shares of common stock, par
value $0.01 per share, outstanding,
When
the
Company’s registered shares of common stock begin trading on a split-adjusted
basis on the Over-the-Counter Bulletin Board, they will do so under a new CUSIP
number ―
649604501.
The Company also has approximately 7.5 million (on a split-adjusted basis)
“restricted” shares of common stock, which will also be assigned a new CUSIP
number―
649604600. Registered stockholders of record will receive additional details
and
a letter of transmittal providing instructions for the exchange of their old
certificates as soon as practicable following the effectiveness of the reverse
stock split.
A
copy of
each of Amendment No. 1 and Amendment No. 2 are attached hereto as Exhibits
3.1(d) and 3.1(e), respectively, and are incorporated herein by
reference.
Item
7.01. Regulation
FD Disclosure.
On
May
13, 2008, the Company issued a press release announcing that it will make a
presentation at the Seventh Annual JMP Securities Research Conference on Monday,
May 19, 2008 at 2:30 p.m., pacific time. A live webcast of the presentation
will
be available by going to http://www.wsw.com/webcast/jmp6/ntr/.
In
addition, the Company's presentation materials will be available on the investor
relations section of the Company's web site, www.nymtrust.com,
starting on the morning of May 19, 2008. A replay of the webcast will be
available on the Company's web site for 30 days. A copy of the press release
is
being furnished herewith as Exhibit 99.1 and is incorporated by reference
herein. The information
contained on the Company’s website is not incorporated by reference
herein.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
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3.1(d)
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Articles
of Amendment of the Registrant, effective as of May 27,
2008.
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3.1(e)
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Articles
of Amendment of the Registrant effective as of May 27,
2008.
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99.1
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Press
Release dated May 13, 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.
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(Registrant)
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Date:
May 15, 2008
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By:
/s/ Steven R.
Mumma
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Steven
R. Mumma
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Chief
Financial Officer
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EXHIBIT
INDEX
| Exhibit |
Description |
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3.1(d)
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Articles
of Amendment of the Registrant, effective as of May 27,
2008.
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3.1(e)
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Articles
of Amendment of the Registrant effective as of May 27,
2008.
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99.1
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Press
Release dated May 13, 2008.
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