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): October
12, 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)
|
52-1549373
(I.R.S.
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 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
4.01 Changes in Registrant’s Certifying Accountant.
On
October 12, 2005, the Audit Committee of the Registrant’s Board of Directors
dismissed Deloitte & Touche LLP (“Deloitte & Touche") as the
Registrant’s independent registered public accounting firm. Also on October 12,
2005, the Audit Committee engaged the accounting firm BDO Seidman, LLP ("BDO
Seidman"), as Deloitte & Touche’s replacement.
The
Audit
Committee had previously decided to solicit proposals from independent
registered
public accounting firms
for
purposes of evaluating other alternatives to Deloitte & Touche in the audit
of the Registrant’s consolidated financial statements for the year ending
December 31, 2005. After receiving these proposals and considering a variety
of
factors, the Audit Committee voted to dismiss Deloitte & Touche and engage
BDO Seidman as the Registrant’s new independent registered
public accounting firm.
The
report of Deloitte & Touche on the Registrant’s consolidated financial
statements for the years ended December 31, 2004 and 2003 contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles. In addition, during
the
2003
and 2004 fiscal years and the interim period from January 1, 2005 through
October 12, 2005, there have been no disagreements with Deloitte & Touche on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Deloitte & Touche would have caused them to make
reference thereto in their report on our consolidated financial statements
for
such years. During the same period, there have been no reportable
events, as that term is described in Item 304(a)(1)(v) of Regulation
S-K.
During
the 2003 and 2004 fiscal years and the interim period from January 1, 2005
through October 12, 2005, the Registrant has not consulted with BDO Seidman
regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant’s financial statements or (ii) any matter
that was either the subject of a disagreement, as that term is defined in
Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304,
or a
reportable event, as that term is described in Item 304(a)(1)(v) of Regulation
S-K.
The
Company provided Deloitte & Touche with a copy of the foregoing disclosures.
A copy of a letter from Deloitte & Touche to the Securities and Exchange
Commission, dated October 18, 2005, is attached as Exhibit 16.1 to this
report.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit
No.
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Description
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16.1
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Letter
from Deloitte & Touche LLP to the Securities and Exchange
Commission, dated October 18, 2005
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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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DYNEX
CAPITAL, INC. |
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| Date: October
18, 2005 |
By: |
/s/ Stephen
J. Benedetti |
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Stephen J. Benedetti |
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Executive Vice President and Chief Financial
Officer |
Exhibit
Index
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Exhibit
No.
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Description
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16.1
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Letter
from Deloitte & Touche LLP to the Securities and Exchange Commission,
dated October 18, 2005
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