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): January 19,
2010
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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ITEM
5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
On
January 19, 2009, Bimini Capital Management, Inc. (the “Company”) filed with the
State Department of Assessments and Taxation of Maryland Articles Supplementary
reclassifying shares of Preferred Stock into Class A Common Stock (the “Articles
Supplementary”). Pursuant to the Articles Supplementary, 5,000,000
shares of the Company’s unissued Preferred Stock, par value $0.001 per share
(which does not include the Company’s Class A or Class B Redeemable Preferred
Stock) have been reclassified as Class A Common Stock. A copy of the
Articles Supplementary is attached to this report as Exhibit 3.1 and is
incorporated by reference in this report.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
3.1 Articles
Supplementary reclassifying shares of Preferred Stock into Class A Common
Stock
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.
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Date:
January 22, 2010
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BIMINI
CAPITAL MANAGEMENT, INC.
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By:
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/s/
Robert E. Cauley
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Robert
E. Cauley
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Chairman
and Chief Executive Officer
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INDEX
TO EXHIBITS
Exhibit
No. Description
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3.1
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Articles
Supplementary reclassifying shares of Preferred Stock into Class A Common
Stock
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BIMINI
CAPITAL MANAGEMENT, INC.
ARTICLES
SUPPLEMENTARY RECLASSIFYING SHARES OF PREFERRED STOCK AND CLASS B AND CLASS C
COMMON STOCK INTO CLASS A COMMON STOCK
Bimini
Capital Management, Inc., a Maryland corporation (the “Corporation”), having its
principal office in Vero Beach, Florida, hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: Under a power
contained in Section 2-208 of the Maryland General Corporation Law and Article V
of the Amended and Restated Articles of Incorporation of the Corporation (the
“Charter”) the Board of Directors (the “Board”), by resolutions duly adopted on
January 14, 2010, reclassified and designated 5,000,000 shares of the authorized
but unissued preferred stock, par value $0.001 per share, of the Corporation
(which shall not include the Corporation’s Class A or Class B Redeemable
Preferred Stock) (“Preferred Stock”) into Class A Common Stock.
SECOND: 5,000,000
shares of the authorized but unissued Preferred Stock have been reclassified and
designated by the Board as Class A Common Stock under the authority contained in
the Charter.
THIRD: These Articles
Supplementary have been approved by the Board in the manner and by the vote
required by law.
FOURTH: These
Articles Supplementary shall be effective at the time the State Department of
Assessments and Taxation of Maryland accepts these Articles Supplementary for
record.
FIFTH: The
undersigned President of the Corporation acknowledges these Articles
Supplementary to be the act of the Corporation and, as to all matters or facts
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.
[Remainder
of the page intentionally left blank.]
IN
WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be
executed under the seal in its name and on it behalf by its President and
attested to be its Secretary of this 14th day of January 2010.
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BIMINI
CAPITAL MANAGEMENT, INC.
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By:
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/s/
G. Hunter Haas
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G.
Hunter Haas, IV
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President
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Attest:
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By:
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/s/
Robert Cauley
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Robert
Cauley
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Chief
Executive Officer and Secretary
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