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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: December 22, 1997
(Date of earliest event reported)
CAPSTEAD MORTAGE CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland 1-8896 75-2027937
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.
2711 North Haskell 75204
Dallas, Texas (Zip Code)
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code: (214) 874-2323
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Item 5. Other Events. This Current Report is being filed solely in order to
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file the following exhibit as part of the Registrant's Registration Statement
on the Form S-3 (No. 333-26865), as amended:
Exhibit No. Description
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1.7 Third Amendment to the Sales Agency
Agreement dated as of December 6, 1995
between Capstead Mortage Corporation and
PaineWebber Incorporated (the "Sales Agency
Agreement")
Item 7. Financial Statements and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
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1.7 Third Amendment to the Sales Agency Agreement
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Signatures
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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
December 22, 1997 By: /s/ PHILLIP A. REINSCH
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Phillip A. Reinsch
Vice President - Control
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EXHIBIT 1.7
November 17, 1997
THIRD AMENDMENT TO
SALES AGENCY AGREEMENT
DATED DECEMBER 6, 1995
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PAINEWEBBER INCORPORATED
1285 Avenue of the Americas
New York, New York 10019
Gentlemen:
The Sales Agency Agreement, dated December 6, 1995 (as previously
amended by the First Amendment thereto dated September 10, 1996 and the Second
Amendment thereto dated March 4, 1997, the "Sales Agency Agreement"), between
Capstead Mortgage Corporation (the "Company") and you relating to the sale of up
to 5,625,000 shares of the Company's common stock, par value $0.01 per share, is
hereby amended as set forth in the numbered paragraphs below. All capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
the Sales Agency Agreement.
1. Section 1 of the Sales Agency Agreement is amended hereby to
provide that the "Maximum Amount" of Stock to be sold pursuant to the Sales
Agency Agreement shall be 10,625,000.
2. Section 2(a) of the Sales Agency Agreement is amended as
follows:
(i) the reference to Registration No. 33-62212 is replaced
by a reference to Registration No. 333-26865, and
(ii) the last two sentences of such section are deleted in
their entirety and replaced with the following: "As of the close of business on
November 14, 1997, 2,698,350 shares of Stock were available for issuance
pursuant to the Registration Statement, which permits their sale in the manner
contemplated by this Agreement. To the extent the Company desires to sell more
than 2,698,350 shares of Stock pursuant to this Agreement or to the extent the
amount of Stock registered under the Registration Statement is otherwise
depleted, the Company shall file a new registration statement with respect to
such shares and shall cause such registration statement to become effective.
After the effectiveness of said registration statement, all references to
"Registration Statement" included in this Agreement shall be deemed to include
such new registration statement."
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3. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.
4. This Amendment may be signed by any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
5. Except as expressly amended hereby, the Sales Agency Agreement shall
remain in full force and effect.
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If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart hereof, whereupon this letter and the acceptance
by you thereof shall constitute a binding agreement between the Company and in
accordance with its terms.
Very truly yours,
CAPSTEAD MORTGAGE CORPORATION
By: /s/ Andrew F. Jacobs
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Name: Andrew F. Jacobs
Title: Senior Vice President and Treasurer
Accepted in New York, New York,
as of the date hereof:
PAINEWEBBER INCORPORATED
By: /s/ Halle J. Benett
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Name: Halle J. Benett
Title: Vice President
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