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): March 10, 2008
Capstead Mortgage Corporation
(Exact name of registrant as specified in its charter)
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MARYLAND
(State of Incorporation)
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001-08896
(Commission File Number)
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75-2027937
(I.R.S. Employer
Identification
Number) |
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8401 North Central Expressway
Suite 800
Dallas, Texas
(Address of principal executive offices)
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75225
(Zip Code)
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Registrant’s telephone number, including area code: (214) 874-2323
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
Reference is hereby made to the registration statement of Capstead Mortgage Corporation (the
“Company”) on Form S-3 (File No. 333-143390), which became effective as of August 14, 2007 (the
“Registration Statement”), pursuant to which the Company registered the sale of debt and equity
securities in accordance with the provisions of the Securities Act of 1933, as amended. Reference
is also hereby made to the prospectus and the related prospectus supplement, which was filed with
the Commission pursuant to Rule 424(b)(5) on March 10, 2008, with respect to the Company’s common
stock.
On March 10, 2008, the Company entered into a Sales Agreement with Brinson Patrick Securities
Corporation (the “Sales Manager”), in connection with the issuance and sale of shares of the
Company’s common stock, par value $0.01 per share, from time to time through the Sales Manager.
On March 10, 2008, Hogan & Hartson LLP issued their opinion with respect to the legality of
the issuance and sale by the Company of 3,000,000 shares of the Company’s common stock, par value
$0.01 per share.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
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1.1
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Sales Agreement, dated March 10, 2008, by and between Capstead
Mortgage Corporation and Brinson Patrick Securities Corporation, as
sales manager. |
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5.1
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Opinion of Hogan & Hartson LLP, dated March 10, 2008, with respect to
the legality of the shares of common stock being issued. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: March 13, 2008
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CAPSTEAD MORTGAGE CORPORATION |
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By:
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/s/ Phillip A. Reinsch |
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Phillip A. Reinsch
Executive Vice President, Chief Financial Officer and
Secretary |
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