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 11, 2004




OPTIMUMBANK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



                      

Florida

        

0001288855

        

55-0865043

 

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

     
 

                                             

 

                                             

 

                                             



10197 Cleary Boulevard, Plantation, FL 33324

(Address of Principal Executive Office) (Zip Code)



954-452-9501

(Registrant’s telephone number, including area code)



Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)











Item 5.     Other events


This Form 8-K is being filed by the Registrant to furnish a press release, issued on May 11, 2004, announcing the reorganization of Registrant as a bank holding company for OptimumBank.com.


Item 7.     Financial Statements and Exhibits.  


(c)

Exhibits.

 

Exhibit No.

     

Exhibit Description

       
 

99.1

 

Press Release issued May 11, 2004







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.



                                                                                      

OPTIMUMBANK HOLDINGS, INC.

     
     

Date:  May 11, 2004

By:  

/s/ R ICHARD L. B ROWDY

   

Richard L. Browdy

President

   






3





INDEX TO EXHIBITS



Exhibit No.

     

Exhibit Title

     

99.1

 

Press Release issued May 11, 2004







EXHIBIT 99.1

OptimumBank

PRESS

Holdings, Inc.

RELEASE




FOR IMMEDIATE RELEASE

For more information contact:

May 11, 2004


Albert J. Finch, Chairman of the Board

Richard L. Browdy, President

(954) 452-9501

(954) 452-9501

 

OptimumBank Forms a Bank Holding Company


Plantation, FL. (May 11, 2004). OptimumBank Holdings, Inc. (NASDAQ:OPHC), parent of OptimumBank, announced today its reorganization into a bank holding company. In the reorganization approved by shareholders on April 29, 2004, OptimumBank shareholders received one share of stock of the holding company in exchange for each share of their stock in the bank.


Albert J. Finch, Chairman of the Board stated, “As a bank holding company, OptimumBank Holdings will not be subject to the same regulatory restrictions that are imposed on banks. We will be able to engage in a broader range of business activities than are currently permissible for state-chartered commercial banks.”


The Bank reported record net income of $423,774 or $.16 per share for the quarter ended March 31, 2004, a 148% increase over net income of $171,172 or $.07 per share reported for the prior year period. Since opening in November of 2000, the Bank has grown to $142.4 million in assets as of March 31, 2004 as compared to $83.3 million in assets at March 31, 2003, a $59.1 million increase. The Bank’s net loan portfolio also increased substantially, to a total of $111.4 million at March 31, 2004, a $43.4 million increase over March 31, 2003 balances.


Richard L. Browdy, President, noted, “We believe the holding company structure provides greater flexibility for raising capital, whether for asset growth or for future acquisitions, versus operating the bank on a stand-alone basis. We are currently reviewing our options to increase our capital base in order to maintain our current level of asset and deposit growth.”


OptimumBank, a wholly-owned subsidiary of OptimumBank Holdings Inc., offers retail banking, commercial banking and real estate lending services and products to individuals and businesses in Broward, Dade and Palm Beach Counties. The Bank also offers state-of-the-art internet banking services through its “OptiNet” internet banking website, located at www.optimumbank.com.



This press release may contain certain forward-looking statements, which are based on management's expectations regarding factors that may impact the Company's earnings and performance in future periods. Factors that could cause future results and performance to vary materially from current management expectations include, but are not limited to, general economic conditions, war and terrorism, changes in interest rates, deposit flows, loan demand, real estate values and competition; the issuance or redemption of additional company equity or debt; changes in accounting principles, policies or guidelines, changes in legislation or regulation; and other economic, competitive, governmental, regulatory and technological facts affecting the Company's operations, pricing, products and services. Nothing contained herein constitutes an offer to sell or the solicitation of an offer to buy the Company's securities.