UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
TO
FORM 8-K
ON
FORM 8-K/A
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 28, 2009
Two Harbors Investment Corp.
(Exact name of registrant as specified in its charter)
Maryland | 001-34506 | 27-0312904 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
601 Carlson Parkway, Suite 330
Minnetonka, MN 55305
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (612) 238-3300
Not Applicable
(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:
¨ | 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)) |
EXPLANATORY NOTE
On October 30, 2009, Two Harbors Investment Corp. (the Company) filed a Current Report on Form 8-K (the Form 8-K) relating to the closing of its merger transaction (the Merger) with Capitol Acquisition Corp. (Capitol). This Amendment No. 1 to the Form 8-K is being filed to include revised disclosure under Item 4.01 and to include as an exhibit the letter from Marcum LLP with respect to such disclosure. The other portions of the Form 8-K remain in effect, and have not been included in this amendment.
Item 4.01 | Changes in Registrants Certifying Accountant. |
On October 30, 2009, the audit committee of the Board of Directors of the Company engaged Ernst & Young LLP as the principal accountant for Capitol. As a result of the Merger, Capitol became a wholly-owned subsidiary of the Company, for which Ernst & Young LLP serves as the principal accountant, and consequently Marcum LLP formerly known as Marcum & Kliegman LLP (Marcum) was effectively dismissed. Neither the Companys nor Capitols Boards of Directors recommended or approved such decision by the audit committee; however, the Companys Board of Directors has delegated to the audit committee, which is comprised of all of the Companys independent directors, the authority to engage independent certified public accountants. Marcums report in respect of the audited financial statements of Capitol as of December 31, 2008 and 2007, and for the year ended December 31, 2008 and for the periods June 26, 2007 (inception) through December 31, 2007 and 2008 included an explanatory paragraph relating to substantial doubt about the ability of Capitol to continue as a going concern as described in Note 1 to such financial statements. During Capitols two most recent fiscal years and the subsequent interim periods prior to October 30, 2009, neither the Company nor Capitol had any disagreements with Marcum on any matter of accounting principle or practice, financial statement disclosure or auditing scope or procedure.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
16 | Letter from Marcum LLP to the Securities and Exchange Commission dated November 4, 2009. |
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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.
Two Harbors Investment Corp. (Registrant) | ||||||||
Dated: November 4, 2009 | By: | /S/ TIMOTHY OBRIEN | ||||||
Name: | Timothy OBrien | |||||||
Title: | Vice President, Secretary and General Counsel |
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