Press Release dated 11/18/05
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
November
15, 2005
Date
of
report (Date of earliest event reported)
DYNEX
CAPITAL, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
Virginia
|
|
1-9819
|
|
52-1549373
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
4551
Cox Road, Suite 300
Glen
Allen, VA 23060
(Address
of Principal Executive Offices) (Zip Code)
(804)
217-5800
(Registrant’s
Telephone Number, Including Area Code)
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):
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
5.02.
Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On November 15, 2005, the Board of Directors of Dynex Capital, Inc. (the
“Company”) appointed Stephen J. Benedetti, Executive Vice President, Chief
Operating Officer of the Company. Effective as of his appointment, Mr.
Benedetti resigned
his
position as Executive Vice President, Chief Financial Officer, which he had
held
since September 2001. From May 2000 to September 2001, Mr. Benedetti had
been the Acting Chief Financial Officer and Acting Secretary. From October
1997 until August 2001, Mr. Benedetti served as Vice President and Treasurer
of
the Company; and from September 1994 until December 1998, he served as Vice
President and Controller. From March 1992 until September 1994, he served as
Director of Accounting and Financial Reporting for National Housing
Partnerships, a national multifamily housing syndicator and property management
company. Mr. Benedetti also served as audit manager for Deloitte &
Touche from 1985 to 1992, where he provided audit and consulting services to
various clients primarily in the financial services and real estate industries.
Mr. Benedetti is a Certified Public Accountant.
The Company and Mr. Benedetti are parties to a severance agreement that is
effective as of June 11, 2004 and that will stay in effect for the duration
of
Mr. Benedetti’s employment with the Company. The severance agreement provides
generally that a lump sum payment will be made to Mr. Benedetti under certain
circumstances upon his termination of employment with the Company. Such
circumstances include the termination of employment by Mr. Benedetti for “good
reason” (as defined in the agreement), such as the occurrence of a change in
control of the Company, or the termination of his employment by the Company
without “cause” (as defined in the agreement). In such events, Mr.
Benedetti will have the right to receive a lump sum payment equal to the sum
of
(i) Mr. Benedetti’s base salary and bonus that has accrued but has not been
paid, (ii) the equivalent of Mr. Benedetti’s annual base salary of one year
for every fifty months that Mr. Benedetti has been employed by the Company
prorated for any period of less than fifty months and (iii) any other amounts
or
benefits Mr. Benedetti is entitled to receive under any plan, program,
policy or practice or contract or agreement of the Company.
Mr. Benedetti also will become fully vested in any options, stock
appreciation rights or other forms of incentive stock compensation granted
to
Mr. Benedetti under the 2004 Stock Incentive Plan if he terminates his
employment for good reason or if he is terminated without cause. If a
termination under the severance agreement had occurred as of April 6, 2005,
the
payments due to Mr. Benedetti would have been approximately $500,000.
On November 15, 2005, the Board of Directors of the Company also appointed
Jeffrey L. Childress, Controller as the Principal Accounting Officer of the
Company. Mr. Childress has served as the Company's controller since
joining the Company in February 2005. Mr. Childress was the
controller at Rehrig International from 2004 until joining
Dynex. Prior to joining Rehrig, Mr. Childress served as the Vice
President - Finance at Dr2Dr, Inc., a medical practice management
application service provider, from 2002 until 2004 Prior to Dr2Dr,
Mr. Childress served as the Assistant Corporate Controller at Massey Energy
Company, Inc., a publicly traded coal mining company. Mr.
Childress began his career with KPMG LLP and is a certified public accountant
licensed in the Commonwealth of Virginia.
Item
8.01.
Other Events.
On
November 18, 2005, the Company issued a press release announcing the
organizational changes discussed in Item 5.02 of this report. The press
release is being filed as Exhibit 99.1 to this report and is incorporated
by reference into this Item 8.01.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit
No.
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|
Description
|
|
|
|
|
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99.1
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|
Press
Release dated November 18, 2005
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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.
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DYNEX
CAPITAL, INC.
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|
|
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Date:
November 18, 2005
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By:
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/s/
Stephen J. Benedetti
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|
|
|
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Executive
Vice President and Chief Operating
Officer
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EXHIBIT
INDEX
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Exhibit
No.
|
|
Description
|
|
|
|
|
|
99.1
|
|
Press
Release dated November 18,
2005
|