UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMERICAN HOME MORTGAGE INVESTMENT CORP. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Maryland 20-0103914 ---------------------------------------- --------------------------------- (State of Incorporation or (IRS Employer Organization) Identification No.) 520 Broadhollow Road Melville, New York 11747 ---------------------------------------- --------------------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration registration of a class of securities of a class of securities pursuant to pursuant to Section 12(b) of the Section 12(g) of the Exchange Act and is Exchange Act and is effective pursuant effective pursuant to General to General Instruction A.(c), please Instruction A.(d), please check the check the following box. [X] following box. [ ] Securities Act registration statement file number to which this form relates: 333-111546 --------------- (if applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ 9.25% Series B Cumulative Redeemable New York Stock Exchange Preferred Stock, par value $0.01 per share Securities to be registered pursuant to Section 12(g) of the Act: None INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. A description of the 9.25% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of American Home Mortgage Investment Corp. (the "Company") to be registered hereunder is incorporated by reference to the information set forth under the caption "Description of the Series B Preferred Stock" in the Company's Prospectus Supplement dated December 9, 2004, to the Prospectus dated January 12, 2004, and included as part of the Registration Statement on Form S-3 of the Company (File No. 333-111546) as filed with the Securities and Exchange Commission (the "Commission") on December 24, 2003, as amended by Amendment No. 1 to the Registration Statement filed with the Commission on January 8, 2004. Item 2. Exhibits. The documents listed below are filed as exhibits to this Registration Statement on Form 8-A: Exhibit No. Description ----------- ----------- 3.1 Articles of Amendment and Restatement of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Commission on March 15, 2004). 3.2 Form of Articles Supplementary of the Company designating the Preferred Stock (filed herewith). 3.3 Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Commission on March 15, 2004). 4.1 Form of Stock Certificate evidencing the Preferred Stock (filed herewith). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN HOME MORTGAGE INVESTMENT CORP. By: /s/ Michael Strauss --------------------------------- Name: Michael Strauss Title: Chief Executive Officer and President Date: December 10, 2004 EXHIBIT INDEX Exhibit No. Description ----------- ---------------------------------------------------------------- 3.1 -- Articles of Amendment and Restatement of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Commission on March 15, 2004). 3.2 -- Form of Articles Supplementary of the Company designating the Preferred Stock (filed herewith). 3.3 -- Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Commission on March 15, 2004). 4.1 -- Form of Stock Certificate evidencing the Preferred Stock (filed herewith).