SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) October 8, 1998 IMPAC MORTGAGE HOLDINGS, INC. (Name of registrant as specified in its charter) MARYLAND 33-0675505 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 20371 IRVINE AVENUE SANTA ANA HEIGHTS, CALIFORNIA 92707 (Address of principal executive offices) (Zip Code) ISSUER'S TELEPHONE NUMBER: (714) 556-0122 _____________________________________________________________________ (Former name or former address, if changed since last report) Item 5. Other Events On December 22, 1998, in connection with the Company's Prospectus Supplement to the Prospectus, File No. 333-34137 (the "Registration Statement"), that was declared effective by the Securities and Exchange Commission on May 8, 1998, the Company entered into a Placement Agent Agreement (the "Placement Agent Agreement") with EVEREN Securities, Inc. (the "Placement Agent"). The Placement Agent Agreement provides for the offer and sale of 1,200,000 shares of Series B 10.5% Cumulative Convertible Preferred Stock (the "Preferred Stock") by the Placement Agent on a best efforts basis. The Placement Agent is not obligated and does not intend to itself take (or purchase) any of the Preferred Stock. The Placement Agent has been filed as an exhibit to this report and is incorporated by reference herein. This report, including the Placement Agent Agreement filed as an exhibit hereto, is incorporated by reference into the Registration Statement. Item 7. Financial Statements and Exhibits (c) Exhibits 1.3 Form of Placement Agent Agreement 3.1b Articles Supplementary 4.9 Form of Series B 10.5% Cumulative Convertible Preferred Stock Certificate 12.2 Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends 23.1 Independent Auditors' Consent IMH 23.2 Independent Auditors' Consent IFC 2 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. Date: December 23, 1998 IMPAC MORTGAGE HOLDINGS, INC. BY: /s/ Richard Johnson ------------------------------------- Richard Johnson Executive Vice President Finance and Chief Financial Officer 3