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):
January
28,
2008
Bimini
Capital Management,
Inc.
(Exact
Name of Registrant as Specified
in Charter)
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Maryland
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001-32171
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72-1571637
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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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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:
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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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Pursuant
to Article XIII, Section 9 of the Articles of Amendment and Restatement (the
“Charter”) of Bimini Capital Management, Inc. (the “Company”), the Board of
Directors of the Company adopted resolutions decreasing the maximum Ownership
Limit (as defined in the Charter) with respect to the Company’s outstanding
shares of Common Stock (as defined in the Charter) and Equity Stock (as defined
in the Charter) from 9.8% to 4.98% effective January 28, 2008. On
February 1, 2008, the Company filed a Certificate of Notice with the State
Department of Assessments and Taxation of the State of Maryland (the
“Certificate of Notice”) reflecting the 4.98% maximum Ownership
Limit. The Certificate of Notice is filed herewith as Exhibit 3.1 and
is incorporated herein by reference in its entirety.
ITEM
5.03. AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
The
information set forth above in Item 3.03 of this Current Report on Form 8-K
is
incorporated herein by reference. The Certificate of Notice filed
herewith as Exhibit 3.1 is incorporated herein by reference in its
entirety.
ITEM
7.01. REGULATION
FD DISCLOSURE
On
January 30, 2008, the Company issued the press release attached hereto as
Exhibit 99.1. The information furnished under this
“Item 7.01 Regulation FD Disclosure,” including the exhibits related
hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
disclosure document of the Company, except as shall be expressly set forth
by
specific reference in such document.
Exhibit
3.1 – Certificate of Notice
dated February 1, 2008
Exhibit
99.1 – Press Release
of
Bimini
Capital Management,
Inc.
dated
January 30,
2008
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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Date:
February
1, 2008
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BIMINI
CAPITAL MANAGEMENT,
INC.
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By:
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/s/
Jeffrey J. Zimmer
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Jeffrey
J. Zimmer
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Chairman,
President and Chief
Executive Officer
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Exhibit
No.
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3.1
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Certificate
of Notice dated
February 1, 2008
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99.1
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Press
Release
of
Bimini
Capital Management,
Inc.
dated January 30,
2008
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Exhibit
3.1
CERTIFICATE
OF NOTICE
OF
BIMINI
CAPITAL MANAGEMENT, INC.
THIS
IS
TO CERTIFY THAT:
FIRST:
The Board of Directors of Bimini
Capital Management, Inc., a Maryland corporation (the “Corporation”), pursuant
to Article XIII, Section 9 of the Articles of Amendment and Restatement of
the
Corporation (the “Charter”), has reduced the maximum Ownership Limit (as defined
in the Charter) with respect to the Corporation’s outstanding shares of Common
Stock (as defined in the Charter) from 9.8% to 4.98% and with respect to the
Corporation’s outstanding shares of Equity Stock (as defined in the Charter)
from 9.8% to 4.98%, in each case effective January 28, 2008 (the “Effective
Date”).
Subject
to limitations, the Board of Directors may from time to time increase or
decrease the Ownership Limit and increase or decrease an Excepted Holder
Ownership Limit (as defined in the Charter); provided, however, that any
decrease may only be made prospectively as to subsequent stockholders (other
than a decrease as a result of a retroactive change in existing law that would
require a decrease to retain the Corporation’s status as a real estate
investment trust under the Internal Revenue Code, in which case such decrease
shall be effective immediately).
SECOND:
The undersigned officer
acknowledges this Certificate of Notice to be the corporate act of the
Corporation and as to all matters or facts required to be verified under oath,
the undersigned officer 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 Certificate of Notice to be executed in its name and on its behalf
by its President and attested to by its Secretary on this 1
st
day of
February, 2008.
BIMINI
CAPITAL MANAGEMENT, INC.
By:
_/s/
Jeffrey J.
Zimmer
Name:
Jeffrey J. Zimmer
Title: President
ATTEST:
By: _
/s/
J. Christopher
Clifton
______
Name:
J.
Christopher Clifton
Title:
Secretary
Exhibit 99.1
BIMINI
CAPITAL MANAGEMENT ANNOUNCES
REDUCTION
IN SHARE OWNERSHIP LIMIT
VERO
BEACH, FL
(January
30
,
2008)
— Bimini Capital Management,
Inc. (Other
OTC:BMNM.PK) (“Bimini Capital” or the “Company”), a real estate investment trust
(“REIT”), today announced that,
pursuant to Article XIII,
Section 9 of
the Company’s Amended and Restated Articles of Incorporation, the Company’s
Board of Directors adopted resolutions
reducing
the
maximum
ownership
limit with respect to its
outstanding shares of capital stock from 9.8% to 4.98%
effective January 28,
2008
. The reduction in the
ownership limit is intended to assist the Company in avoiding a change in
ownership that may adversely affect its ability to use certain net operating
losses and capital loss carry-forwards for
U.S.
federal
income tax
purposes. For
more detailed
information,
please refer to the
Company’s filings with the Securities and Exchange Commission. These
filings are available on the Company’s website at
www.biminicapital.com
under
the “SEC Filings” page and
also may be obtained at
www.sec.gov
.
About
Bimini Capital Management
Bimini
Capital Management, Inc. is a REIT that invests primarily in, but is 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). Its objective is to earn returns on the spread between the
yield on its assets and its costs, including the interest expense on the funds
it borrows.
Statements
herein relating to matters
that are not historical facts are forward-looking statements as defined in
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 such forward-looking
statements. Important factors that could cause such differences are described
in
Bimini Capital Management, Inc.'s filings with the Securities and Exchange
Commission, including Bimini Capital Management, Inc.'s most recent Annual
Report on Form 10-K or Quarterly Report on Form 10-Q. Bimini Capital
Management, Inc. assumes no obligation to update forward-looking statements
to
reflect subsequent results, changes in assumptions or changes in other factors
affecting forward-looking statements.
Contact: Robert
E. Cauley
Chief
Financial Officer
(772)
231-1400
H
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www.biminicapital.com
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