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: October 30, 2012
(Date of Earliest Event Reported)
CAPSTEAD MORTGAGE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-08896 | 75-2027937 | ||
| (State of Incorporation) | (Commission File No.) | (I.R.S. Employer | ||
| Identification No.) | ||||
| 8401 North Central Expressway | ||||
| Suite 800 | ||||
| Dallas, Texas | 75225 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: (214) 874-2323
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:
| ¨ | 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 230.14a-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 7.01. | REGULATION FD DISCLOSURE |
On October 30, 2012 Capstead Mortgage Corporation (“Capstead”, or the “Registrant”) announced a $100 million common share repurchase program and the suspension of its at-the-market, continuous offering program used to issue common shares. A copy of the press release is attached as Exhibit 99.1.
In addition, Capstead has updated its presentation materials to be used in meetings with the investment community. The materials are attached hereto as Exhibit 99.2 and are also available on our website at www.capstead.com.
Capstead has also created a third quarter 2012 investor fact sheet to be used in meetings with the investment community and for general marketing purposes. The fact sheet is attached hereto as Exhibit 99.3 and is also available on our website at www.capstead.com.
The information referenced in this Current Report on Form 8-K (including the Exhibits referenced in Item 9.01 below) is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed by Capstead pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| 99.1 | Press release issued by Capstead Mortgage Corporation dated October 30, 2012 announcing a $100 million common share repurchase program. |
| 99.2 | Investor presentation with information as of September 30, 2012. |
| 99.3 | Third quarter 2012 investor fact sheet. |
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.
| CAPSTEAD MORTGAGE CORPORATION | ||||||
| November 1, 2012 | By: | /s/ Phillip A. Reinsch | ||||
| Phillip A. Reinsch | ||||||
| Chief Financial Officer and Executive Vice President | ||||||