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): October 3, 2014
Orchid Island Capital, Inc.
(Exact name of Registrant as specified in its charter)
| Maryland | 001-35236 | 27-3269228 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3305 Flamingo Drive, Vero Beach, Florida 3296
(Address of principal executive offices) (Zip code)
(772) 231-1400
(Registrant’s telephone number including area code)
Not Applicable
(Former name or former address, if changed from 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:
| ¨ | 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 (17 CFR 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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October 3, 2014, Orchid Island Capital, Inc. (the “Company”) announced that it has received approval to list its common stock, par value $0.01 per share (the “Common Stock”), on the New York Stock Exchange (“NYSE”). The Company provided written notice today to the NYSE MKT of its intention to list its Common Stock on the NYSE and to simultaneously delist such securities from the NYSE MKT. The Company anticipates that its Common Stock will begin trading on the NYSE at the commencement of trading on October 8, 2014 under the symbol “ORC”. Until the close of trading on October 7, 2014, the Company’s Common Stock will continue to trade on the NYSE MKT under the symbol “ORC”. The Company’s Board of Directors has approved the transfer to the NYSE. A copy of the press release announcing transfer to the NYSE is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated October 3, 2014 | |
SIGNATURE
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.
| ORCHID ISLAND CAPITAL, INC. | ||||||
| Date: October 3, 2014 |
By: | /s/ Robert E. Cauley | ||||
| Name: | Robert E. Cauley | |||||
| Title: | Chairman and Chief Executive Officer | |||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Press Release dated October 3, 2014 | |
Exhibit 99.1
ORCHID ISLAND CAPITAL, INC. TO TRANSFER LISTING OF ITS COMMON STOCK TO THE NEW YORK STOCK EXCHANGE
VERO BEACH, FL – October 3, 2014 (GLOBE NEWSWIRE) – Orchid Island Capital, Inc. (the “Company”) announced today that it has chosen to transfer the listing of its common stock from the NYSE MKT to the New York Stock Exchange (the “NYSE”). The Company anticipates that its common stock will begin trading under the current ticker symbol “ORC” on the NYSE at the commencement of trading on October 8, 2014. Until the close of trading on October 7, 2014, the Company’s common stock will continue to trade on the NYSE MKT under the symbol “ORC”. Based on today’s closing price of $13.06 and 13,076,981 shares outstanding, Orchid Island Capital has a market capitalization of approximately $170.8 million.
“We look forward to a continued partnership with Orchid Island Capital and its stockholders as they transition to our NYSE platform,” said Scott Cutler, Executive Vice President, Head of Global Listings, NYSE. “This is a great example of a growth oriented company that can leverage NYSE’s advanced and innovative market model.”
About Orchid Island Capital, Inc.
Orchid Island Capital, Inc. is a specialty finance company that invests in Agency RMBS that are either traditional pass-through Agency RMBS or structured Agency RMBS. Orchid Island Capital, Inc. has elected to be taxed as a real estate investment trust for federal income tax purposes.
Forward Looking Statements Disclaimer
This press release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including with regard to the Company’s proposed voluntary transfer of the listing of its common stock from the NYSE MKT to the NYSE. Forward-looking statements typically are identified by use of the terms such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions. Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. All forward-looking statements speak only as of the date on which they are made. Investors and stockholders should carefully consider the factors, risks and uncertainties that affect the Company described in its Annual Report on Form 10-K for the twelve months ended December 31, 2013 and other documents and reports filed from time to time with the Securities and Exchange Commission. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.