8-K

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): November 24, 2009

Capstead Mortgage Corporation

(Exact name of registrant as specified in its charter)

MARYLAND	001-08896	75-2027937
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer
		Identification
		Number)

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 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.

          On March 10, 2008, Capstead Mortgage Corporation (the “Company”) entered into a Sales Agreement, as amended by the First Amendment to Sales Agreement, dated as of August 4, 2008 (as amended, the “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 (“Common Stock”), from time to time through the Sales Manager. On November 24, 2009, the Company entered into that certain Second Amendment to Sales Agreement with the Sales Manager (the “Second Amendment”) to, among other things, provide that, effective immediately, the Sales Manager’s compensation under the Sales Agreement shall equal 3.0% of the gross sales price per share of Common Stock sold under the Sales Agreement (“sales proceeds”) for the first $8 million of aggregate sales proceeds raised during each Sales Period (as defined below); 2.5% of sales proceeds for the next $4 million of aggregate sales proceeds raised during each Sales Period; 2.0% of sales proceeds for next $88 million of aggregate sales proceeds raised during each Sales Period; and 1.0% of sales proceeds for any additional aggregate sales proceeds raised during each Sales Period. For purposes of the Sales Agreement, the initial “Sales Period” commenced on March 10, 2008 and shall end on December 31, 2010 and each subsequent Sales Period shall be for a two year period, commencing on January 1 and ending on December 31 of each following calendar year.

          The foregoing summary is qualified in its entirety by reference to the Second Amendment attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 8.01. Other Events.

          Reference is hereby made to the Company’s registration statement on Form S-3 (File No. 333-156073), which became effective as of February 12, 2009 (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 November 24, 2009, with respect to an additional 5,000,000 shares of the Company’s Common Stock to be sold pursuant to the Sales Agreement, as amended by the Second Amendment, described above.

          On November 24, 2009, Hogan & Hartson LLP issued their opinion with respect to the legality of the issuance and sale by the Company of an additional 5,000,000 shares of the Company’s Common Stock to be sold pursuant to the Sales Agreement, as amended by the Second Amendment, a copy of which is filed as an exhibit to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit No.	Description
5.1	Opinion of Hogan & Hartson LLP, dated November 24, 2009, with respect to the legality of the shares of Common Stock being issued.
10.1	Second Amendment to Sales Agreement, dated November 24, 2009, by and between Capstead Mortgage Corporation and Brinson Patrick Securities Corporation.

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: November 24, 2009

CAPSTEAD MORTGAGE CORPORATION
By:	/s/ Phillip A. Reinsch
	Phillip A. Reinsch
	Executive Vice President, Chief Financial Officer and Secretary

EX-5.1

Exhibit 5.1

November 24, 2009

BRINSON PATRICK SECURITIES CORPORATION
1515 Broadway, 11^th Floor
New York, New York 10036

Re: Capstead Mortgage Corporation — 5,000,000 Shares of Common Stock

Ladies and Gentlemen:

This firm has acted as Maryland counsel to Capstead Mortgage Corporation, a Maryland corporation (the “Company”), in connection with the issuance and sale from time to time of 5,000,000 shares of Common Stock (par value $0.01 per share) of the Company (the “Shares”), pursuant to the terms of the Sales Agreement, dated March 10, 2008, as amended by the First Amendment to Sales Agreement dated August 4, 2008 and the Second Amendment to Sales Agreement dated November 24, 2009, by and between the Company and you (the “Agreement”). This opinion letter is furnished to you pursuant to the requirements set forth in Section 4(d)(i) of the Agreement in connection with the execution and delivery of the Agreement on the date hereof. Capitalized terms used herein which are defined in the Agreement shall have the meanings set forth in the Agreement, unless otherwise defined herein.

For purposes of the opinions expressed in this letter, which are set forth in paragraphs (a) through (h) below (the “Opinions”), and other statements made in this letter, we have examined copies of the documents listed on Schedule 1 hereto (the “Documents”). We believe the Documents provide an appropriate basis on which to render the opinions hereinafter expressed.

In our examination of the Agreement and the other Documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all of the Documents, the authenticity of all originals of the Documents and the conformity to authentic originals of all of the Documents submitted to us as copies (including telecopies). We have also assumed the validity and constitutionality of each relevant statute, rule, regulation and agency action covered by this opinion letter. In our role as Maryland counsel to the Company, we have assumed that the Shares will not be issued in violation of the ownership limit contained in the Charter of the Company. As to matters of fact relevant to the Opinions expressed herein, we have relied on the representations and statements of fact made in the Documents, we have not independently established the facts so relied on, and we have not

BRINSON PATRICK SECURITIES CORPORATION
November 24, 2009
Page 2

made any investigation or inquiry other than our examination of the Documents. The Opinions are given in the context of the foregoing.

The Opinions are based as to matters of law solely on applicable provisions of the Maryland General Corporation Law (the “MGCL”), as currently in effect.

Based upon, subject to and limited by the foregoing, we are of the opinion that:

     (a) The Company was duly incorporated and is validly existing as a corporation and in good standing as of November 23, 2009 under the laws of the State of Maryland.

     (b) The Company has the corporate power to own, lease and operate its current properties and to conduct its business as described in the Registration Statement and Prospectus.

     (c) The authorized capital stock of the Company as of February 12, 2009 was as set forth under the caption “Description of our Capital Stock — Authorized Stock” in the Prospectus. No holder of outstanding shares of capital stock of the Company has any statutory preemptive right under the MGCL, the Charter or By-laws of the Company to subscribe for any of the Shares.

     (d) The Agreement has been duly authorized by the Company.

     (e) The Shares have been duly authorized for issuance and sale by you under the Agreement and, when issued in accordance with the provisions of the Agreement, the Shares will be validly issued, fully paid and non-assessable.

     (f) The information in the Registration Statement and the Prospectus under the captions “Description of Our Capital Stock,” “Description of our Common Stock” and “Material Provisions of Maryland Law and of our Charter and By-Laws” to the extent that such information constitutes matters of law or legal conclusions, has been reviewed by us and is accurate in all material respects. The Common Stock conforms and the Shares conform as to legal matters in all material respects to the description thereof set forth in the Pricing Prospectus and the Final Prospectus under the caption “Description of our Common Stock.” The holders of the Shares will have no personal liability as such under the laws of the State of Maryland, which is the jurisdiction in which the Company is organized, except as such holder may be liable by reason of such holder’s own conduct and acts.

     (g) The execution, delivery and performance by the Company of the Agreement do not violate (i) the MGCL or the Charter or By-laws of the Company or (ii) violate any Maryland court or administrative order, judgment, or decree listed on Schedule 2 attached hereto that names the Company and is specifically directed to it or any of its property.

     (h) No approval or consent of, or registration or filing with any Maryland governmental authority, is required to be obtained or made by the Company under the MGCL in

BRINSON PATRICK SECURITIES CORPORATION
November 24, 2009
Page 3

connection with the execution, delivery and performance on the date hereof by the Company of the Agreement.

Nothing herein shall be construed to cause us to be considered “experts” within the meaning of Section 11 of the Securities Act of 1933, as amended.

We express no opinion herein as to any other laws and regulations not specifically identified above (and in particular, we express no opinion as to any effect that such other laws and regulations may have on the Opinions). We express no opinion herein as to federal or state securities, antitrust, unfair competition, or tax laws or regulations or laws or regulations of any political subdivision below the state level.

We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. This opinion letter has been prepared solely for your use in connection with the closing under the Agreement on the date hereof, and should not be quoted in whole or in part or otherwise be referred to, and should not be filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm. The foregoing notwithstanding, to the extent our Opinions relate to matters of Maryland law, Andrews Kurth LLP may rely on our Opinions in rendering their opinions to the addressees of these Opinions on the date hereof, provided that the full text of Andrews Kurth LLP’s opinion letter states that our Opinions speak only as of the date hereof and that no such reliance will have any effect on the scope, phrasing or originally intended use of our Opinions.

Very truly yours,

/s/ Hogan & Hartson LLP

HOGAN & HARTSON L.L.P.

Schedule 1

     1. Executed copy of the Agreement.

     2. The Registration Statement on Form S-3, as amended (No. 333-156073) (the “Registration Statement”) filed with the Commission on December 11, 2008.

     3. The prospectus supplement, dated November 24, 2009 (the “Prospectus Supplement”), to the prospectus, dated February 12, 2009 (the “Base Prospectus”, and together with the Prospectus Supplement, the “Prospectus”), as filed pursuant to Rule 424(b)(5) under the Securities Act.

     4. The charter of the Company (the “Charter”), as certified by the Maryland State Department of Assessments and Taxation (the “MSDAT”) on November 7, 2008 and as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.

     5. The Amended and Restated By-laws of the Company, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect.

     6. A certificate of good standing of the Company issued by the MSDAT dated November 23, 2009 under the laws of the State of Maryland.

     7. Certain resolutions of the Board of Directors of the Company (the “Board”) adopted at a meeting duly held or by unanimous written consent on May 3, 2007, March 7, 2008, May 1, 2008, December 11, 2008 and October 26, 2009, as certified by the Secretary of the Company on the date hereof as being accurate and in effect, relating, among other things, to the authorization of the Agreement and the Shares.

     8. A certificate, dated the date hereof, of certain officers of the Company as to the representations and warranties of the Company set forth in the Sales Agreement and other matters relating to the Shares.

     9. A certificate of the Secretary of the Company, dated the date hereof, as to the incumbency and signatures of certain officers of the Company.

Schedule 2

None.

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO SALES AGREEMENT

     THIS SECOND AMENDMENT TO SALES AGREEMENT (the “Amendment”) is entered into as of the 24th day of November, 2009, by and between Capstead Mortgage Corporation (the “Company”) and BRINSON PATRICK SECURITIES CORPORATION (the “Sales Manager”), as follows:

RECITALS:

     WHEREAS, the Company and the Sales Manager have entered into a Sales Agreement dated as of March 10, 2008 (the “Initial Agreement”);

     WHEREAS, the Company and Sales Manager have entered into a First Amendment to the Initial Agreement dated as of August 4, 2008 (the “First Amendment” and together with the Initial Agreement, the “Agreement”); and

     WHEREAS, the Company and the Sales Manager desire to amend the Agreement;

     NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, intending to be legally bound, the Company and the Sales Manager agree as follows:

     SECTION 1. Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning attributed to them in the Agreement.

     SECTION 2. Amendment to Section 2.1(c) of the Agreement. Section 2.1(c) of the Agreement is amended and restated to read as follows:

     “(c) The compensation to the Sales Manager for sales of Common Stock sold under this Agreement shall be at the following commission rates: 3.0% of the gross sales price per share (“sales proceeds”) for the first $8 million of aggregate sales proceeds raised in each Sales Period; 2.5% of sales proceeds for the next $4 million of aggregate sales proceeds raised in each Sales Period; 2.0% of sales proceeds for next $88 million in aggregate sales proceeds raised in each Sales Period; and 1.0% of sales proceeds for any additional aggregate sales proceeds raised in each Sales Period. For purposes of this section 2.1(c), the initial “Sales Period” shall commence on March 10, 2008 and shall end on December 31, 2010 and each subsequent Sales Period shall be for a two year period, commencing on January 1 and ending on December 31 of the following calendar year. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect to such sale shall constitute the net proceeds to the Company for such Common Stock (the “Net Proceeds”). For purposes of the first sentence of this section 2.1(c), sales proceeds include sales proceeds from sales of Common Stock by the Sales Manager for the account of the Company, whether under this Agreement, or otherwise.”

     SECTION 3. Counterparts. This Amendment may be executed in separate counterparts, each of which shall be deemed an original and both of which shall constitute a single agreement.

     SECTION 4. Binding Effect. Except as expressly amended hereby, the Agreement shall continue to be and shall remain in full force and effect in accordance with its terms. Any

reference to the “Agreement” or the “Sales Agreement” in the Agreement shall be deemed to be a reference to the Agreement as amended hereby.

     SECTION 5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.

     IN WITNESS WHEREOF, the undersigned have executed this First Amendment to Sales Agreement as of the day and year first written above.

CAPSTEAD MORTGAGE CORPORATION
By:	/s/ Phillip A. Reinsch
	Name:	Phillip A. Reinsch
	Title:	Executive Vice President & Chief Financial Officer
BRINSON PATRICK SECURITIES CORPORATION
By:	/s/ Todd Wyche
	Name:	Todd Wyche
	Title:	Managing Director

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