Current Report Filing (8-k)
31 Mai 2019 - 11:29PM
Edgar (US Regulatory)
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): May 31, 2019
DYNEX
CAPITAL, INC.
(Exact name of
registrant as specified in its charter)
Virginia
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1-9819
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52-1549373
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification
No.)
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4991 Lake Brook Drive, Suite 100
Glen Allen,
Virginia
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23060-9245
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(Address of principal executive offices)
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(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.01 par value
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DX
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New York Stock Exchange
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8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
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DXPRA
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New York Stock Exchange
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7.625% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share
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DXPRB
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 1.01
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Entry into a Material Definitive Agreement.
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On May 31, 2019, Dynex Capital, Inc., a Virginia corporation
(the “Company”), entered into an amendment, dated May 31, 2019 (the “Amendment”), to the Distribution Agreement,
dated June 29, 2018 (the “Agreement”), among the Company, J.P. Morgan Securities LLC and JMP Securities LLC. The Amendment
modifies the parties to the Agreement to include JonesTrading Institutional Services LLC as an additional sales agent. The Amendment
also increases the shares of the Company’s common stock by 15,000,000 shares (the “Shares”)
allocated to at the market sales.
The foregoing description of the Amendment does not purport
to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit
10.1 hereto and is incorporated by reference herein. In connection with the Amendment, the Company is filing as Exhibit 5.1 to
this Current Report on Form 8-K an opinion of Mayer Brown LLP with respect to the legality of the Shares to be sold pursuant to
the Agreement.
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Item 9.01
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Financial Statements and Exhibits.
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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.
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DYNEX CAPITAL, INC.
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Date: May 31, 2019
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By:
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/s/ Stephen J. Benedetti
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Stephen J. Benedetti
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Executive Vice President, Chief
Financial
Officer and Chief Operating
Officer
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