ARMOUR 8-K



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) November 9, 2010


ARMOUR Residential REIT, Inc.

 (Exact Name of Registrant as Specified in Its Charter)


Maryland

001-33736

26-1908763

(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 8.01.

Other Events.


ARMOUR Residential REIT, Inc. today announced that it has closed its previously-announced public offering of 4,600,000 shares of its common stock, including the full 600,000 shares of common stock subject to the underwriters’ over-allotment option. The shares were sold at a price of $7.25 per share for gross proceeds of $33,350,000.


Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc., acted as lead bookrunning manager and representative of the several underwriters in the offering. Macquarie Capital (USA) Inc. and Maxim Group LLC acted as co-bookrunning managers and National Securities Corporation and Boenning & Scattergood Inc. acted as co-managers in the offering.


A copy of ARMOUR’s press release announcing the closing of the offering is attached hereto as Exhibit 99.1 and incorporated herein by this reference.


Item 9.01.

Financial Statements and Exhibits.  


(c) Exhibits


Exhibit No.

Description

 

 

99.1

Press Release, dated November 9, 2010




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: November 9, 2010


ARMOUR RESIDENTIAL REIT, INC.


By: /s/ Jeffrey J. Zimmer                           

Name: Jeffrey J. Zimmer

Title: Co-Chief Executive Officer, President and Co-Vice Chairman




 





Exhibit Index


Exhibit No.

Description

 

 

99.1

Press Release, dated November 9, 2010


M2992292.DOC;1

Exhibit 99.1

[exh99_1001.jpg]


ARMOUR RESIDENTIAL REIT, INC. ANNOUNCES CLOSING OF

PUBLIC OFFERING OF COMMON STOCK


VERO BEACH, FL - - November 9, 2010 - - ARMOUR Residential REIT, Inc. (NYSE Amex: "ARR" and "ARR.WS") (“ARMOUR” or the “Company”) today announced that it has closed its previously-announced public offering of 4,600,000 shares of its common stock, including the full 600,000 shares of common stock subject to the underwriters’ over-allotment option.  The shares were sold at a price of $7.25 per share for gross proceeds of $33,350,000.  


Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE Amex: LTS.a - News), acted as lead bookrunning manager and representative of the several underwriters in the offering. Macquarie Capital (USA) Inc. and Maxim Group LLC acted as co-bookrunning managers and National Securities Corporation and Boenning & Scattergood Inc. acted as co-managers in the offering.


This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.


ARMOUR Residential REIT, Inc.


ARMOUR is a Maryland corporation that invests primarily in hybrid adjustable rate, adjustable rate and fixed rate residential mortgage-backed securities, or RMBS, issued or guaranteed by U.S. Government-chartered entities. ARMOUR is externally managed and advised by ARMOUR RESIDENTIAL MANAGEMENT LLC (“ARRM”). ARMOUR Residential REIT, Inc. has elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes, commencing with ARMOUR's taxable year ending December 31, 2009.


Safe Harbor


This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.


Additional Information and Where to Find It


Investors, security holders and other interested persons may find additional information regarding the Company at the SEC's Internet site at http://www.sec.gov/, or the Company website www.armourreit.com or by directing requests to:


ARMOUR Residential REIT, Inc.

3001 Ocean Drive, Suite 201

Vero Beach, Florida 32963

Attention: Investor Relations


Investor Contact:


Jeffrey Zimmer

Co-Chief Executive Officer, President and Vice Chairman

ARMOUR Residential REIT, Inc.

(772) 617-4340