<PAGE>
As filed with the Securities and Exchange Commission on September 26, 1996
Registration No. 33-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAPSTEAD MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 75-2027937
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2711 NORTH HASKELL AVENUE
SUITE 900
DALLAS, TEXAS 75204
(214) 874-2323
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
1994 FLEXIBLE LONG TERM INCENTIVE PLAN
(Full title of the plan)
ANDREW F. JACOBS
2711 NORTH HASKELL AVENUE
SUITE 900
DALLAS, TEXAS 75204
(214) 874-2350
(Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent for Service)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
DAVID BARBOUR
ANDREWS & KURTH L.L.P.
4400 THANKSGIVING TOWER
1601 ELM STREET
DALLAS, TEXAS 75201
(214) 979-4400
_____________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Amount of
To Be Registered Registered Per Share (1) Offering Price (1)(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 1,800,000(3) $20.625 $37,125,000 $12,802
============================================================================================================
</TABLE>
(1) Calculated on the basis of the average of the high and low sales prices of
the Registrant's Common Stock on September 23, 1996, as reported by the New
York Stock Exchange, Inc.
(2) Estimated solely for the purposes of computing the registration fee
pursuant to Rule 457(c).
(3) Issuable in connection with stock-related awards available for grant under
the Plan.
_____________
<PAGE>
Pursuant to General Instruction E of Form S-8 ("Registration of Additional
Securities"), the Registrant hereby makes the following statement:
On May 9, 1994, the Registrant filed with the Securities and Exchange Commission
a Registration Statement on Form S-8 (Registration No. 33-53555) (the
"Initial Registration Statement") relating to shares of the Registrant's Common
Stock to be issued pursuant to the 1994 Flexible Long Term Incentive Plan, and
the Initial Registration Statement is currently effective. This Registration
Statement relates to securities (i) of the same class as those to which the
Initial Registration Statement relates and (ii) to be issued pursuant to the
1994 Flexible Long Term Incentive Plan. The Contents of the Initial
Registration Statement are incorporated by reference.
Item 8. Exhibits
--------
EXHIBITS DESCRIPTION
- -------- -----------
5.1 ___ Opinion of Andrews & Kurth L.L.P., counsel to the Registrant,
as to the legality of the Common Stock being offered
23.1 ___ Consent of Ernst & Young LLP, independent accountants
23.2 ___ Consent of Andrews & Kurth L.L.P. (incorporated in Exhibit
5.1)
24 ___ Power of Attorney (included on page 2 of this Registration
Statement)
SIGNATURES
----------
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS, ON THE 25TH DAY OF SEPTEMBER,
1996.
CAPSTEAD MORTGAGE CORPORATION
By: /s/ ANDREW F. JACOBS
-------------------------------------------
ANDREW F. JACOBS, Senior Vice President -
Control and Treasurer
<PAGE>
POWER OF ATTORNEY
-----------------
EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTED AND APPOINTS RONN K.
LYTLE, ANDREW F. JACOBS AND JULIE A. MOORE, AND EACH AND ANY OF THEM, HIS OR HER
TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION
AND RESUBSTITUTION, FOR HIM OR HER IN HIS OR HER NAME, PLACE AND STEAD, IN ANY
AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH AND ANY OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM
EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY AS TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT OR COULD DO
IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR ALL OF THEM, OR THEIR OR HIS OR HER SUBSTITUTE OR SUBSTITUTES, MAY
LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE THEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ RONN K. LYTLE Chairman, Chief Executive September 25, 1996
- ----------------------------- Officer, President and
RONN K. LYTLE Director (Principal
Executive Officer)
/s/ ANDREW F. JACOBS Senior Vice President - September 25, 1996
- ----------------------------- Control and Treasurer
ANDREW F. JACOBS (Principal Financial and
Accounting Officer)
/s/ JOHN C. TOLLESON Director September 25, 1996
- -----------------------------
JOHN C. TOLLESON
/s/ BEVIS LONGSTRETH Director September 25, 1996
- -----------------------------
BEVIS LONGSTRETH
/s/ PAUL M. LOW Director September 25, 1996
- -----------------------------
PAUL M. LOW
/s/ HARRIET E. MIERS Director September 25, 1996
- -----------------------------
HARRIET E. MIERS
/s/ WILLIAM R. SMITH Director September 25, 1996
- -----------------------------
WILLIAM R. SMITH
<PAGE>
Exhibit 5.1
[LETTERHEAD OF ANDREWS & KURTH APPEARS HERE]
September 25, 1996
Capstead Mortgage Corporation
2711 North Haskell Avenue
Suite 900
Dallas, Texas 75204
Re: Capstead Mortgage Corporation
Registration Statement on Form S-8
1994 Flexible Long Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel for Capstead Mortgage Corporation, a Maryland
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Registration Statement"), covering shares of the
Company's common stock, par value $.01 per share ("Common Stock"), to be offered
pursuant to the 1994 Flexible Long Term Incentive Plan (the "Incentive Plan").
In that capacity, we have examined the charter and bylaws of the Company, the
Registration Statement, the corporate action taken by the Company that creates
and amends the Incentive Plan and provides for the issuance of up to 1,800,000
additional shares of the Common Stock pursuant thereto, and such other materials
and matters as we have deemed necessary to the issuance of this opinion.
In all such examinations, we have assumed the genuineness of all
signatures, the authority to sign of all signatories, the due execution of all
original and certified documents, and the conformity to the original and
certified documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to our opinion, we have relied
upon statements and certificates of officers of the Company, public officials
and others.
Based upon the foregoing, and subject to the assumptions and qualifications
set forth herein and assuming that up to 1,800,000 shares of the Company's
Common Stock to be offered pursuant to the Incentive Plan have been duly and
validly reserved for issuance pursuant to the terms of the Incentive Plan, as of
the date hereof, we are of the opinion that upon issuance and delivery thereof
as contemplated in the Registration Statement and in accordance with the
Incentive Plan, such shares will be validly issued, fully paid and
non-assessable.
This opinion is solely for the benefit of the addressee hereof, and,
without our prior written consent, may not be quoted in whole or in part or
otherwise referred to in any legal opinion, document, or other report, and may
not be furnished to any person or entity. We consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to this
firm in the Registration Statement and Prospectus which is a part thereof. This
opinion is delivered as of the date hereof and we disclaim any responsibility to
update this opinion at any time following the date hereof.
Very truly yours,
By: /s/ DAVID BARBOUR
-------------------------------------
David Barbour, Partner
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in the Registration Statement
(Form S-8 to be filed on or about September 25, 1996) pertaining to the 1994
Flexible Long Term Incentive Plan of Capstead Mortgage Corporation of our
reports dated January 29, 1996, with respect to the consolidated financial
statements and schedules of Capstead Mortgage Corporation included in its Annual
Report (Form 10-K) for the year ended 1995 and the related financial statement
schedules included therein, filed with the Securities and Exchange Commission.
ERNST & YOUNG
Dallas, Texas
September 25, 1996
