SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report: May 13, 2005
(Date of
earliest event reported)
CAPSTEAD
MORTGAGE CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware |
1-08896 |
75-2027937 |
|
(State
of Incorporation) |
(Commission
File Number) |
(I.R.S.
Employer
Identification
No.) |
|
8401
North Central Expressway
Suite
800 |
75225 |
|
(Address
of Principal Executive Offices) |
(Zip
code) |
| |
|
|
(214)
874-2323 |
|
Registrant’s
Telephone Number, Including Area Code |
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:
o Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The 1997
Flexible Long Term Incentive Plan (the “1997 Plan”) and the 2004 Flexible
Long-Term Incentive Plan (the “2004 Plan,” collectively the “Stock Incentive
Plans”) of Capstead Mortgage Corporation (the “Company”) provide the Company
with the flexibility to offer key officers, employees and directors
performance-based stock incentives and other equity interests in the Company and
other incentive awards that recognize the creation of value for the stockholders
of the Company and promote the Company’s long-term growth and success. On May
13, 2005, the Compensation Committee of the Board of Directors of the Company
approved grants of options and restricted stock to the Company’s officers and
employees. Included in the grants approved on May 13, 2005 were the following
option and restricted stock grants under the 2004 Plan to those individuals who
qualify as “named executive officers” (pursuant to Item 402(a)(3) of the
Securities and Exchange Commission Regulation S-K):
|
Executive
Officer
|
Number
of
Options Granted |
Number
of
Shares Granted |
| |
|
|
|
Andrew
F. Jacobs
President
and Chief Executive Officer |
100,000 |
40,000 |
|
Amar
R. Patel
Senior
Vice President - Asset and
Liability
Management |
50,000 |
20,000 |
|
Phillip
A. Reinsch
Senior
Vice President, Chief Financial
Officer
and Secretary |
50,000 |
20,000 |
|
Robert
R. Spears, Jr.
Senior
Vice President - Asset and
Liability
Management |
50,000 |
20,000 |
|
Michael
W. Brown
Vice
President - Asset and
Liability
Management and Treasurer |
30,000 |
12,000 |
The
Compensation Committee also approved the grant of 80,000 options and 25,600
shares of restricted stock to other employees of the Company under the 1997
Plan.
The
options issued to officers and employees have an exercise price of $7.82 per
share, are subject to vesting in four equal installments commencing on May 13,
2006, and expire on May 13, 2015. The restricted stock granted to officers and
employees is subject to vesting in four equal installments commencing on May 13,
2006.
Additionally,
on May 13, 2005, the Board of Directors of the Company approved grants under the
2004 Plan of options and restricted stock to the non-executive members of the
Company’s Board of Directors as follows:
|
Director |
Number
of
Options Granted |
Number
of
Shares Granted |
| |
|
|
|
Paul
M. Low |
10,000 |
5,000 |
|
Gary
Keiser |
10,000 |
5,000 |
|
Michael
G. O’Neil |
10,000 |
5,000 |
|
Howard
Rubin |
10,000 |
5,000 |
|
Mark
S. Whiting |
10,000 |
5,000 |
The
options issued to non-executive directors have an exercise price of $7.82 per
share, are fully vested upon issuance, and expire on May 13, 2015. The
restricted stock granted to non-executive directors is subject to vesting in
four equal installments commencing on May 13, 2006.
With
these options and restricted stock grants, the status of the Company’s Stock
Incentive Plans is as follows:
| |
1997
Plan |
2004
Plan |
|
Number
of securities to be issued upon |
|
|
|
exercise
of outstanding options |
127,838 |
330,000 |
|
Number
of securities remaining available |
|
|
|
for
future issuance |
186,152 |
529,164 |
On May
13, 2005 the Board of Directors of the Company also raised the annual retainer
paid to non-executive members of the Board of Directors by $5,000 to $35,000 and
instituted $5,000 annual retainers for the chairs of the Audit, Compensation and
Governance & Nominating Committees.
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.
| |
|
|
| |
CAPSTEAD
MORTGAGE CORPORATION |
|
|
|
| Date: May 17, 2005 |
By: |
/s/ PHILLIP A.
REINSCH |
| |
Phillip
A. Reinsch |
| |
Senior Vice President and
Chief
Financial Officer |