Form 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
16, 2005
___________
DYNEX
CAPITAL, INC.
(Exact
name of registrant as specified in its charter)
|
Virginia
(State
or other jurisdiction
of
incorporation)
|
1-9819
(Commission
File Number)
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52-1549373
(IRS
Employer
Identification
No.)
|
|
|
|
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4551
Cox Road, Suite 300
Glen
Allen, Virginia
(Address
of principal executive offices)
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23060
(Zip
Code)
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Registrant’s
telephone number, including area code: (804)
217-5800
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
| |
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.02 Results of Operations and Financial Condition.
On
November 16, 2005, the Registrant issued a press release reporting its financial
results for the period ended September 30, 2005. A copy of the press release
is
being furnished as an exhibit to this report and is incorporated by reference
into this Item 2.02.
Item
8.01 Other Events.
On
November 15, 2005, the Company’s Board of Directors authorized the redemption by
the Company of up to 25% of the 5,628,737 outstanding shares of the Company’s
Series D Preferred Stock. The redemption will be made pursuant to the terms
of
the designation for the preferred shares contained in the Company’s Articles of
Incorporation. Following formal notice of redemption, the Company will pay
the
initial issue price of $10 per preferred share that is redeemed, plus any
prorated dividends to date. There are currently no dividends in arrears on
the
Series D Preferred Stock. The Company expects to complete the redemption of
the
25% of outstanding preferred shares in the first quarter of 2006.
The
Company’s Board of Directors also authorized a stock repurchase plan under which
the Company may repurchase up to one million shares of its common stock.
Subject
to applicable securities laws, such repurchases will be made at times and in
amounts as the Company deems appropriate and may be suspended or discontinued
at
any time.
The
Company expects that the funding for the plan will come from available corporate
funds. Under the terms of the designation for the Series D Preferred Stock,
the
Company must have paid or set aside sufficient funds for dividends on the
preferred shares for the current dividend period prior to the repurchase of
common stock at any time. The preferred stock designation also restricts the
Company from redeeming any common shares without the approval of preferred
shareholders until its total shareholders’ equity is at least 300% of the
aggregate issue price of any outstanding preferred stock. Based on that
restriction, the Company may not repurchase its common shares at the present
time. However, after the completion of the preferred stock redemption discussed
above, the Company expects to meet the shareholders’ equity requirement and will
be permitted to repurchase its common shares without the approval of the
preferred shareholders.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibit is being furnished pursuant to Item 2.02
above.
Exhibit
No. Description
99.1 Press
Release dated November 16, 2005
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.
DYNEX
CAPITAL, INC.
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Date:
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November
16, 2005
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By:
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/s/
Stephen J. Benedetti
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Stephen
J. Benedetti
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Principal
Executive Officer
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Exhibit
Index
Exhibit
No. Description
99.1 Press
Release dated November 16, 2005