Form 8-K: Reauthorization of Share Repurchase Plan

0000826675-14-000043.txt : 20141217 0000826675-14-000043.hdr.sgml : 20141217 20141217171902 ACCESSION NUMBER: 0000826675-14-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141217 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141217 DATE AS OF CHANGE: 20141217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNEX CAPITAL INC CENTRAL INDEX KEY: 0000826675 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521549373 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09819 FILM NUMBER: 141293378 BUSINESS ADDRESS: STREET 1: 4991 LAKE BROOK DRIVE STREET 2: STE 100 CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8042175800 MAIL ADDRESS: STREET 1: 4991 LAKE BROOK DRIVE STREET 2: STE 100 CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE MORTGAGE CAPITAL INC/VA DATE OF NAME CHANGE: 19930722 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE MORTGAGE INVESTMENT CORP DATE OF NAME CHANGE: 19930505 FORMER COMPANY: FORMER CONFORMED NAME: RAC MORTGAGE INVESTMENT CORP /VA/ DATE OF NAME CHANGE: 19930505 8-K 1 form8-kreauthorizationofsh.htm 8-K Form 8-K: Reauthorization of Share Repurchase Plan

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): December 17, 2014

___________

DYNEX CAPITAL, INC.

(Exact name of registrant as specified in its charter)



Virginia (State or other jurisdiction of incorporation)	1-9819 (Commission File Number)		52-1549373 (IRS Employer Identification No.)

4991 Lake Brook Drive, Suite 100 Glen Allen, Virginia (Address of principal executive offices)		23060-9245 (Zip Code)

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	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 17, 2014, Dynex Capital, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors authorized the repurchase of up to $50.0 million of the Company’s outstanding shares of common stock through December 31, 2016. This new authorization replaces the Company’s prior share repurchase program, which was to expire on December 31, 2014. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.

Item 9.01 Exhibits.

(d) Exhibits



Exhibit No.		Description

99.1		Press Release dated December 17, 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.



		DYNEX CAPITAL, INC.


Date:	December 17, 2014	By:	/s/ Stephen J. Benedetti
			Stephen J. Benedetti
			Executive Vice President, Chief Operating Officer and Chief Financial Officer

Exhibit Index

Exhibit No. Description

99.1 Press Release dated December 17, 2014.

EX-99.1 2 pressreleasedateddecember1.htm EXHIBIT Press Release dated December 17, 2014

Exhibit 99.1

PRESS RELEASE



FOR IMMEDIATE RELEASE	CONTACT:	Alison Griffin
December 17, 2014		(804) 217-5897

DYNEX CAPITAL, INC. ANNOUNCES $50.0 MILLION SHARE REPURCHASE PROGRAM

GLEN ALLEN, Va - Dynex Capital, Inc. (NYSE: DX) (“Dynex” or the “Company”) announced today that its Board of Directors has authorized the repurchase of up to $50.0 million of its outstanding shares of common stock through December 31, 2016. The Company will only repurchase shares when the repurchase price per share is less than the Company’s most recent estimate of the current net book value of a share of common stock.

As part of the share repurchase program, shares may be purchased in open market transactions, including through block purchases, through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”). The timing, manner, price and amount of any repurchases will be determined in the Company’s discretion and the share repurchase program may be suspended, terminated or modified at any time for any reason. The repurchase program does not obligate the Company to acquire any specific number of shares, and all open market repurchases will be made in accordance with Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of open market stock repurchases.

This new authorization replaces the Company’s prior share repurchase program, which was to expire on December 31, 2014.

*******************

Dynex Capital, Inc. is an internally managed mortgage real estate investment trust, or mortgage REIT, which invests in mortgage assets on a leveraged basis. The Company invests in Agency and non-Agency RMBS and CMBS. Additional information about Dynex Capital, Inc. is available at www.dynexcapital.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding the business of Dynex Capital, Inc. that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of these risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission.