SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Invesco Mortgage Capital Inc.
(Exact name of registrant as specified in its charter)
(State of incorporation
1555 Peachtree Street, NE
|(Address of principal executive offices)||(Zip Code)|
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
Name of each exchange on which
each class is to be registered
7.75% Fixed-to-Floating Series B
Cumulative Redeemable Preferred Stock,
Liquation Preference $25.00 per Share
|The New York Stock Exchange|
If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is to become effective pursuant to General Instruction A.(c), please check the following box. x
If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is to become effective pursuant to General Instruction A.(d), please check the following box. ¨
Securities Act registration statement file number to which this form relates: File No. 333-187646
Securities to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
For a description of the securities being registered hereunder, reference is made to the information set forth under the heading Description of the Series B Preferred Stock in the Registrants Prospectus Supplement dated September 4, 2014, as filed with the Securities and Exchange Commission (the Commission) on September 5, 2014, pursuant to Rule 424(b) under the Securities Act of 1933 and under the headings Description of Capital StockShares of Preferred Stock and Restrictions on Ownership and Transfer in the accompanying prospectus that constitutes a part of the Registrants Shelf Registration Statement on Form S-3ASR (File No. 333-187646), filed with the Commission on April 1, 2013, which information is incorporated herein by reference.
Item 2. Exhibits.
|3.1||Articles of Amendment and Restatement of Invesco Mortgage Capital Inc. (incorporated by reference to Exhibit 3.1 to the|
Registrants Quarterly Report on Form 10-Q, filed with the SEC on August 12, 2009).
|3.2||Articles Supplementary of 7.75% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 to the Registrants Registration Statement on Form 8-A, filed with the SEC on July 23, 2012).|
|3.3||Amended and Restated Bylaws of Invesco Mortgage Capital Inc. (incorporated by reference to Exhibit 3.2 to Amendment No. 8 to the Registrants Registration Statement on Form S-11 (No. 333-151665), filed with the SEC on June 18, 2009).|
|3.3||Articles Supplementary of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock.|
|4.1||Specimen 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock Certificate.|
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
|Dated: September 8, 2014||INVESCO MORTGAGE CAPITAL INC.|
|By:||/s/ Richard Lee Phegley, Jr.|
|Richard Lee Phegley, Jr.|
|Chief Financial Officer|