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

 

Date of Report (Date of earliest event reported): February 15, 2006

 

Opteum Inc. (formerly Bimini Mortgage Management, Inc.)

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

001-32171

 

72-1571637

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

3305 Flamingo Drive, Vero Beach, Florida 32963

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code (772) 231-1400

 

N/A

(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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 8, 2006, Bimini Mortgage Management, Inc. filed an amendment to its Articles of Amendment and Restatement, changing its name from Bimini Mortgage Management, Inc. to Opteum Inc., effective at 8:30 AM on February 10, 2006.  A copy of the Articles of Amendment is attached hereto as Exhibit 3.1.

 

Item 8.01.

Other Events.

 

In connection with the change of its corporate name, Bimini Mortgage Management, Inc. changed the trading symbol for its common stock listed on the New York Stock Exchange from “BMM” to “OPX,” effective at 8:30 AM on February 10, 2006.  On February 6, 2006, it issued a press release announcing the change of its corporate name and the change of its trading symbol.  A copy of the press release is attached hereto as Exhibit 99.1.

 

ITEM 9.01.

EXHIBITS

 

The following exhibits are filed pursuant to Item 601 of Regulation S-K:

 

3.1 - Articles of Amendment effective February 10, 2006

99.1 - Press release dated February 6, 2006

 

2



 

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.

 

 

Date: February 15, 2006

Opteum Inc.

 

 

 

 

 

By:

/s/ Jeffrey J. Zimmer

 

 

 

Jeffrey J. Zimmer

 

 

Chairman, Chief Executive Officer and President

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

 

 

 

 

 

 

3.1 - Articles of Amendment effective February 10, 2006

99.1 - Press release dated February 6, 2006

 

4


Exhibit 3.1

 

ARTICLES OF AMENDMENT

OF BIMINI MORTGAGE MANAGEMENT, INC.

 

Bimini Mortgage Management, Inc., a Maryland corporation (which is hereinafter referred to as the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

First :  The Articles of Incorporation of the Corporation are hereby amended to change the name of the Corporation from Bimini Mortgage Management, Inc. to:

 

Opteum Inc.

 

Second :  This amendment to the Articles of Incorporation of the Corporation was unanimously approved by the Board of Directors of the Corporation and the amendment is limited to a change expressly authorized by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.

 

Third : This amendment to the Articles of Incorporation of the Corporation shall become effective at 8:30 AM (EST) on the 10 th of February, 2006.

 

Fourth : The undersigned President of the Corporation acknowledges this amendment to the Articles of Incorporation of the Corporation to be the corporate act of the Corporation and, as to all matters of fact required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 



 

IN WITNESS WHEREOF: The Corporation has caused this amendment to the Articles of Incorporation to be executed in its name and on its behalf by its President and attested by its Secretary this 10 th day of February, 2006.

 

 

By:

/s/ Jeffrey J. Zimmer

 

Name:

Jeffrey J. Zimmer

Title:

President

 

 

 

 

ATTEST:

 

 

 

 

By:

/s/ Robert E. Cauley

 

Name:

Robert E. Cauley

Title:

Secretary

 

2


Exhibit 99.1

 

Bimini Mortgage Management, Inc. Announces Corporate Name Change to ‘‘Opteum Inc.’’

 

VERO BEACH, Fla.—(BUSINESS WIRE)—Feb. 6, 2006—Bimini Mortgage Management, Inc. (NYSE:BMM), a real estate investment trust (REIT) that invests in residential mortgage-related securities and originates loans through its taxable REIT subsidiary, Opteum Financial Services, today announced that the Company’s Board of Directors voted unanimously to change its name to Opteum Inc. Effective Friday, February 10, 2006, Opteum Inc. will begin trading on the New York Stock Exchange as “OPX.” No changes are planned for the corporate structure.

 

“This name change leverages Opteum’s current brand identity and further enhances the seamless integration of our two companies,” said Jeffrey J. Zimmer, Chairman, Chief Executive Officer and President of Opteum Inc. “Our branding effort now represents a unified image on all fronts with investors, customers and associates as we work toward our corporate mission of providing superior returns to our shareholders.”

 

Peter R. Norden, Chief Executive Officer of Opteum Financial Services, added that “this change reaffirms our brand position to be a company that is guided by integrity and strives to exceed our customers’ and investors’ expectations. When we re-branded our company as Opteum in 2003, we knew that we were creating a brand that would represent our company for the long-term.”

 

About Opteum Inc.

 

Opteum Inc. operates an integrated investment and mortgage origination platform. The Company’s portfolio investments are primarily in, but not limited to, residential mortgage-related securities issued by the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Government National Mortgage Association (Ginnie Mae). The Company earns returns on the spread between the yield on its mortgage related assets and its costs, including the interest expense on the funds it borrows. The Company has elected to be taxed as a REIT under the Internal Revenue Code, which means the Company is not required to pay federal income taxes on the REIT taxable earnings which are currently distributed to its shareholders. The Company operates a mortgage origination platform through its taxable REIT subsidiary, Opteum Financial Services which offers a wide array of mortgage products through its 29 retail mortgage origination branches and five wholesale mortgage offices in the United States. The Company’s website is located at www.opteum.com.

 

This news release contains forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The reader is cautioned that such forward-looking statements are based on information available at the time and on management’s good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that could cause such differences are described in the Company’s periodic filings with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information.

 

 

CONTACT: Bimini Mortgage Management, Inc.

 

 

Robert E. Cauley, 772-231-1400

 

 

or

 

 

Kim Arculeo, 678-742-6647

 

 

karculeo@opteum.com

 

 

 

 

 

SOURCE: Bimini Mortgage Management, Inc.