-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NhN2U97XLMsupnjGsbA1GUAWUWrBtJG+zOaqqHfg25QcQyLwvR1j5NE7gDLIT3Zz UhqkKL+9Pv0FZU2egEgO4w== 0001157523-05-001380.txt : 20050211 0001157523-05-001380.hdr.sgml : 20050211 20050211165148 ACCESSION NUMBER: 0001157523-05-001380 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050207 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AmNet Mortgage, Inc. CENTRAL INDEX KEY: 0001035744 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330741174 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13485 FILM NUMBER: 05599608 BUSINESS ADDRESS: STREET 1: 10421 WATERIDGE CIRCLE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858 909 1340 MAIL ADDRESS: STREET 1: 10421 WATERIDGE CIRCLE CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: AmNet Morgage, Inc. DATE OF NAME CHANGE: 20040512 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN RESIDENTIAL INVESTMENT TRUST INC DATE OF NAME CHANGE: 19970808 8-K 1 a4820931.txt AMNET MORTGAGE, INC. 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 February 7, 2005 ---------------------------------------------- Date of Report (Date of earliest event reported) AmNet Mortgage, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Maryland --------------------------------------------- (State or other jurisdiction of incorporation) 1-13485 33-0741174 - ------------------------ -------------------------------- (Commission File Number) (IRS Employer Identification No.) 10421 Wateridge Circle, Suite 250 San Diego, CA 92121 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) 858-909-1200 ----------------------------- (Registrant's telephone number, including area code) ---------------------------------------------- (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 1.01 Entry into a Material Definitive Agreement In October 2003, the company's compensation committee approved the terms of a Long Term Incentive Cash Plan for its executive officers. The final plan was filed as an exhibit to the Company's Form 10-K/A filed on April 29, 2004. The plan provided for cash payments to each of the company's executive officers in the event that certain thresholds and target goals were met for the two year period ended December 31, 2004. On February 7, 2005, the compensation committee authorized the payment of awards earned under the plan. However, the committee determined that it is in the best interests of the company to pay half of each award value in cash and half in restricted stock of the company (based on the public trading price of $9.00 per share.) The stock will be subject to an agreement that will provide for three year vesting and other terms to be approved by the committee. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 10.25A Amendment to the Long Term Incentive Cash Plan for executive officers -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. AmNet Mortgage, Inc. Date: February 11, 2005 By: /s/ Judith A. Berry -------------------- Judith A. Berry Chief Financial Officer -3- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 10.25A Amendment to the Long Term Incentive Cash Plan for executive officers -4- EX-10.25 2 a4820931ex1025.txt AMENDMENT EXHIBIT 10.25(A) Exhibit 10.25A AMENDMENT TO THE LONG TERM INCENTIVE CASH PLAN In October 2003, the company's compensation committee approved the terms of a Long Term Incentive Cash Plan for its executive officers. The final plan was filed as an exhibit to the Company's Form 10-K/A filed on April 29, 2004. The plan provided for cash payments to each of the company's executive officers in the event that certain thresholds and target goals were met for the two year period ended December 31, 2004. On February 7, 2005, the compensation committee authorized the payment of awards earned under the plan. However, the committee determined that it is in the best interests of the company to pay half of each award value in cash and half in restricted stock of the company (based on the public trading price of $9.00 per share.) The stock will be subject to an agreement that will provide for three year vesting and other terms to be approved by the committee. -----END PRIVACY-ENHANCED MESSAGE-----