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EX-1.1 - JAVELIN MORTGAGE INVESTMENT CORP.exh1_1.htm
EX-99.2 - JAVELIN MORTGAGE INVESTMENT CORP.exh99_2.htm
EX-99.1 - JAVELIN MORTGAGE INVESTMENT CORP.exh99_1.htm



UNITED STATES

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) May 13, 2013 (May 7, 2013)


JAVELIN Mortgage Investment Corp.

 (Exact Name of Registrant as Specified in Its Charter)


Maryland

001-35673

45-5517523

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


3001 Ocean Drive, Suite 201

Vero Beach, Florida

32963

(Address of Principal Executive Offices)

(Zip Code)


(772) 617-4340

 (Registrant’s Telephone Number, Including Area Code)


n/a

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[_]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]

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 May 8, 2013, JAVELIN Mortgage Investment Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Barclays Capital Inc. and Credit Suisse Securities (USA) LLC as the representatives of the several underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters 6,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Firm Shares”). The Underwriting Agreement granted the Underwriters an option (the “Option”) to purchase an additional 900,000 shares (the “Option Shares,” and together with the Firm Shares, the “Shares”) during the 30-day period following the execution of the Underwriting Agreement.


The Underwriters agreed to purchase the Firm Shares from the Company with the option to purchase the Option Shares, pursuant to the Underwriting Agreement, at a price of $18.93 per share. The Shares were offered and sold under a prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Company’s registration statement on Form S-11 (File No. 333-187694) (the “Registration Statement”). The offering of the Shares closed on May 13, 2013. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and incorporated by reference herein.


The material terms of the Shares are described in the Company’s final prospectus, dated May 8, 2013 and filed with the Commission on May 10, 2013 pursuant to Rule 424(b)(4) of the Securities Act, which relates to the offer and sale of the Shares and forms part of the Company’s Registration Statement, which was declared effective on May 7, 2013.


Item 8.01.

Other Items.


On May 7, 2013, the Company announced the commencement of the offering. A copy of the Company’s press release relating to the commencement of the offering, dated May 7, 2013, is attached hereto as Exhibit 99.1 and incorporated herein by reference.


On May 8, 2013, the Company announced the pricing of the offering. A copy of the Company’s press release relating to the pricing, dated May 8, 2013, is attached hereto as Exhibit 99.2 and incorporated herein by reference.


On May 13, 2013, the Company completed its offering of 6,000,000 Shares for total net proceeds of approximately $113,280,000, after deduction of estimated offering expenses of $300,000.


Item 9.01.

Financial Statements and Exhibits.  


The following exhibits are filed with this Current Report pursuant to Item 601 of the Commission’s Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This Current Report is incorporated by reference into the Registration Statement, and, as such, the Company is incorporating by reference the exhibits to this Current Report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Current Report and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or in the exhibits hereto represent, individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of the Commission’s Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.


(d) Exhibits


Exhibit No.

Description

1.1

Underwriting Agreement

99.1

Press Release, dated May 7, 2013

99.2

Press Release, dated May 8, 2013




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.


Dated: May 13, 2013


JAVELIN MORTGAGE INVESTMENT CORP.


By: /s/ James R. Mountain                           

Name: James R. Mountain

Title: Chief Financial Officer




 





Exhibit Index


Exhibit No.

Description

1.1

Underwriting Agreement

99.1

Press Release, dated May 7, 2013

99.2

Press Release, dated May 8, 2013