8-K: Current report filing
Published on December 12, 2008
UNITED
STATES
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
December
10, 2008
Date of
report (Date of earliest event reported)
MFA
Mortgage Investments, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Maryland
(State
or Other Jurisdiction
of
Incorporation)
|
1-13991
(Commission
File
Number)
|
13-3974868
(IRS
Employer
Identification
Number)
|
|
350
Park Avenue, 21st Floor
New
York, New York
(Address
of Principal Executive Offices)
|
10022
(Zip
Code)
|
|
(212)
207-6400
(Registrant’s
telephone number, including area
code)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing of 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
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
December 10, 2008, in connection with Section 409A of the Internal Revenue Code
of 1986, as amended (“Section 409A”), MFA Mortgage Investments, Inc. (“MFA”)
entered into separate Amended and Restated Employment Agreements (each an
“Amended Agreement” and collectively, the “Amended Agreements”) with each of
Stewart Zimmerman, MFA’s Chairman of the Board and Chief Executive Officer,
William S. Gorin, MFA’s President and Chief Financial Officer, Ronald A.
Freydberg, MFA’s Chief Investment Officer and Executive Vice President, Timothy
W. Korth, MFA’s General Counsel and Senior Vice President - Business Development and
Corporate Secretary, and Teresa D. Covello, MFA’s Senior Vice President, Chief
Accounting Officer and Treasurer (collectively, the
“Executives”). The Amended Agreements amend the prior employment
agreements of each of the Executives primarily to bring such employment
agreements into compliance with the final regulations issued under Section 409A.
In
addition, in order to align Mr. Zimmerman’s employment agreement with those of
other MFA senior executives, Mr. Zimmerman’s employment agreement was amended so
that he may participate in the revised senior executive bonus
pool. Subject to the right of the compensation committee of
MFA’s board of directors (the “Compensation Committee”) to determine the portion
of the bonus pool to be allocated to the senior executives, if any, allocations
are made by the Compensation Committee based upon each participant’s performance
during the applicable period and are paid in a combination of cash and
restricted stock.
Further,
MFA’s Amended and Restated 2004 Equity Compensation Plan, Senior Officers
Deferred Bonus Plan and Second Amended and Restated 2003 Nonemployee Directors
Deferred Compensation Plan (collectively, “the Plans”) were amended to bring
them into compliance with Section 409A.
The above
summary of the certain terms of the Plans and the Amended Agreements is
qualified by reference to the text of each of the Plans and the Amended
Agreements, which are filed herewith as Exhibits 10.1 through 10.8,
respectively, all such documents being incorporated herein by
reference.
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Item
9.01.
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Exhibits.
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(d) Exhibits
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10.1
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Amended
and Restated 2004 Equity Compensation Plan, dated December 10,
2008.
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10.2
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Senior
Officers Deferred Bonus Plan, as amended and restated as of December 10,
2008.
|
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10.3
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Second
Amended and Restated 2003 Nonemployee Directors’ Deferred Compensation
Plan, dated December 10, 2008.
|
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10.4
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Amended
and Restated Employment Agreement, dated December 10, 2008, between MFA
and Stewart Zimmerman.
|
|
10.5
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Amended
and Restated Employment Agreement, dated December 10, 2008, between MFA
and William S. Gorin.
|
|
10.6
|
Amended
and Restated Employment Agreement, dated December 10, 2008, between MFA
and Ronald A. Freydberg.
|
|
10.7
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Amended
and Restated Employment Agreement, dated December 10, 2008, between MFA
and Timothy W. Korth.
|
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10.8
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Amended
and Restated Employment Agreement, dated December 10, 2008, between MFA
and Teresa D. Covello.
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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.
Dated: December
12, 2008
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|
By:
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/s/ Timothy W. Korth | |
| Name: Timothy W. Korth | |||
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Title: General
Counsel and Senior
Vice
President — Business Development
|
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