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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): JUNE 30, 2005
NEW YORK MORTGAGE TRUST, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 001-32216 47-0934168
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
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(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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| 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
New York Mortgage Trust, Inc. (the "Company") announced in a press release
issued on July 1, 2005 that Raymond A. Redlingshafer, Jr., the Company's
President and Chief Investment Officer and a member of its Board of Directors,
has resigned each of these positions effective June 30, 2005.
In connection with Mr. Redlingshafer's departure, the Company entered into
a separation and release agreement with Mr. Redlingshafer dated June 30, 2005
(the "Separation Agreement") that provides for severance benefits in the form of
an approximately $2.5 million lump sum payment and approximately $400,000 of
equity incentive awards which immediately vested and became exercisable under
the terms of the agreement.
This summary is qualified in its entirety by reference to the Separation
Agreement, which is being filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
The Company announced today that Mr. Redlingshafer, a member of the
Company's Board of Directors, resigned effective June 30, 2005. See Item 1.01
above. Mr. Redlingshafer and the Company have no disagreements with respect to
any matter, including, but not limited to with respect to any accounting-related
policy or matter.
Effective immediately, Steven B. Schnall, the Company's Chairman and
Co-Chief Executive Officer, will assume the additional role of President, David
A. Akre, the Company's other Co-Chief Executive Officer, will assume the
additional role of Vice Chairman and Steven R. Mumma, the Company's Chief
Operating Officer, will assume the additional role of Chief Investment Officer.
ITEM 7.01 REGULATION FD DISCLOSURE.
A copy of a press release announcing Mr. Redlingshafer's resignation and
other matters is furnished as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit. Exhibits 10.1 is being filed and Exhibit 99.1 is being
furnished as an exhibit to this Current Report on Form 8-K.
10.1 Separation and Release Agreement, dated June 30, 2005, by and
between the Company and Raymond A. Redlingshafer, Jr.
99.1 Press Release, dated July 1, 2005
SIGNATURE
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.
NEW YORK MORTGAGE TRUST, INC.
July 1, 2005 /s/ David A. Akre
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David A. Akre
Co-Chief Executive Officer
INDEX TO EXHIBITS
Exhibit Number Description
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10.1 Separation and Release Agreement, dated June 30, 2005,
by and between the Company and Raymond A. Redlingshafer,
Jr.
99.1 Press Release, dated July 1, 2005