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): September 28,
2007
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
|
|
(State
or other jurisdiction of incorporation)
|
(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:
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))
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
September 28, 2007, New York Mortgage Trust, Inc. ("NYMT") filed amendments
to
its Articles of Amendment and Restatement (the “Charter”) with the
State Department of Assessments and Taxation 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. October
9, 2007 (the “Amendment
No. 1 Effective Time”),
every
five shares of common stock, par value $0.01 per share, of NYMT,
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 $.05 per share. No fractional shares of common
stock of NYMT 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 NYMT’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. October 9,
2007 (the “Amendment No. 2 Effective Time”), the par value of the shares of
common stock of NYMT issued and outstanding immediately prior to
the Amendment No. 2 Effective Time will be decreased from $0.05 per
share to $0.01 per share.
As
a
result of these Charter amendments, as of the Amendment No. 2 Effective Time,
NYMT will have 400,000,000 shares of common stock, par
value $0.01 per share, authorized and approximately 3.6 million shares of common
stock, par value $0.01 per share, outstanding,
When
NYMT’s common stock begins trading on a split-adjusted basis, it will do so
under a new CUSIP number - 649604204.
A
copy of
each of Amendment No. 1 and Amendment No. 2 are attached hereto as Exhibits
3.1
and 3.2, respectively, and are incorporated herein by reference.
Item
8.01. Other Events.
On
October 4, 2007, NYMT
issued a press release regarding the matters set forth above in Item 5.03.
A
copy of the press release is filed herewith as Exhibit 99.1 and is incorporated
by reference herein.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is being furnished herewith this Current Report on Form
8-K.
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3.1
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Articles
of Amendment to the Articles of Amendment
and
Restatement
of New York Mortgage Trust, Inc.
|
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3.2
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Articles
of Amendment to the Articles of Amendment
and Restatement of New York Mortgage Trust, Inc.
|
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99.1
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Press
Release dated October 4, 2007.
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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 thereunto
duly authorized.
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NEW
YORK
MORTGAGE TRUST, INC. |
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(Registrant) |
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|
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| Date: October
4,
2007 |
By: |
/s/ Steven
R.
Mumma |
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Steven
R. Mumma |
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Chief
Financial Officer |
EXHIBIT
INDEX
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Exhibit |
Description |
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|
|
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3.1
|
Articles
of Amendment to the Articles of Amendment
and
Restatement
of New York Mortgage Trust, Inc.
|
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3.2
|
Articles
of Amendment to the Articles of Amendment
and Restatement of New York Mortgage Trust, Inc.
|
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99.1
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Press
Release dated October 4, 2007.
|