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 Item 5. Other Events. This Current Report is being filed solely in order to ------------ 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 ---------- ----------- 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 --------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits Exhibit No. Description ---------- ----------- 1.7 Third Amendment to the Sales Agency Agreement 2 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 December 22, 1997 By: /s/ PHILLIP A. REINSCH ----------------------------- Phillip A. Reinsch Vice President - Control 3