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
Date of Report (Date of earliest event reported): June 6, 2005
American Home Mortgage Investment Corp.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Maryland 001-31916 20-0103914
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
538 Broadhollow Road, Melville, New York 11747
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 949-3900
--------------------------------------------------------------------------------
Not Applicable
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
|_| 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))
Item 8.01. Other Events.
American Home Mortgage Investment Corp. (the "Company") has committed that
for the years ended December 31, 2005, 2006 and 2007, the Company's prospective
three-year average "burn rate" with respect to awards under the Company's equity
compensation plans will not exceed the greater of (i) two percent of the
Company's basic common shares outstanding at fiscal year end or (ii) the mean of
the Company's applicable Global Industry Classification Standards (GICS) Peer
Group. The burn rate will be calculated as (1) the number of shares granted by
the Company to directors, officers and employees in each fiscal year and
reported in the Company's periodic reports filed with the Securities and
Exchange Commission, including awards of stock options and shares of restricted
stock, divided by (2) the Company's basic common shares outstanding at fiscal
year end. For purposes of calculating the number of shares granted in a year,
full-value awards, such as shares of restricted stock, will equal (a) 1.5 option
shares if the Company's annual stock price volatility is 53% or higher, (b) 2.0
option shares if the Company's annual stock price volatility is between 25% and
52%, and (c) 4.0 option shares if the Company's annual stock price volatility is
less than 25%.
SIGNATURES
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 hereunto duly authorized.
Date: June 6, 2005 AMERICAN HOME MORTGAGE INVESTMENT CORP.
By: /s/ Alan B. Horn
--------------------------------------
Name: Alan B. Horn
Title: Executive Vice President and
General Counsel