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 17, 2010 (February 12,
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
3.03. Material Modifications to Rights of Security
Holders.
The
disclosure set forth under Item 5.03 below is incorporated herein by
reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On
February 12, 2010, Bimini Capital Management, Inc. (the “Company”) filed
amendments to its charter (the “Charter”) with the Department of Assessments and
Taxation of the State of Maryland (the “SDAT”) to effect a one-for-ten reverse
stock split of its outstanding shares of Class A Common Stock, Class B Common
Stock and Class C Common Stock (“Amendment No. 1”) and to subsequently reduce
the par value of its Class A Common Stock, Class B Common Stock and Class C
Common Stock (“Amendment No. 2”). Also on February 12, 2010, the
Company filed with the SDAT articles supplementary (“Articles Supplementary”) to
reclassify shares of its unissued Class A Common Stock into undesignated
preferred stock.
Charter
Amendment Effecting One-for-Ten Reverse Stock Split of Class A, Class B and
Class C Common Stock
Pursuant
to Amendment No. 1, which will become effective at 12:01 a.m., Eastern time, on
March 12, 2010 (the “Amendment No. 1 Effective Time”), every ten shares of the
Company’s Class A Common Stock, par value $0.001 per share, every ten shares of
the Company’s Class B Common Stock, par value $0.001 per share, and every ten
shares of the Company’s Class C Common Stock, par value $0.001 per share, issued
and outstanding immediately prior to the Amendment No. 1 Effective Time will be
combined into one share of Class A Common Stock, par value $0.01 per share, one
share of Class B Common Stock, par value $0.01 per share, and one share of Class
C Common Stock, par value $0.01 per share, respectively. In addition,
upon the Amendment No. 1 Effective Time, references to certain dollar amounts in
the Charter will be adjusted equitably in accordance with the terms thereof to
give effect to the reverse stock split so that, immediately following the
Amendment No. 1 Effective Time, references to “$15.00” in Sections 2(c)(i), 3(d)
and 4(d) of Article V of the Charter will mean “$150.00.”
No
fractional shares of the Company’s Class A Common Stock, Class B Common Stock or
Class C Common Stock will be issued upon the effectiveness of Amendment No.
1. Instead, each holder of Class A, Class B or Class C Common Stock
otherwise entitled to a fractional share as a result of the reverse stock split
will be entitled to receive in lieu thereof cash in an amount equal to the
product of the fraction of a share multiplied by the average of the high bid and
low asked prices in the over-the-counter market for the Company’s Class A Common
Stock, as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System on the date of the Amendment No. 1 Effective
Time. A copy of Amendment No. 1 is attached hereto as Exhibit 3.1 and
is incorporated herein by reference.
When the
Company’s registered shares of Class A Common Stock begin trading on a
split-adjusted basis on the Over-the-Counter Bulletin Board, they will do so
under new CUSIP number 090319401. Registered stockholders of record
will receive additional details and a letter of transmittal providing
instructions for the exchange of their old certificates as soon as practicable
following the effectiveness of the reverse stock split.
Charter
Amendment Decreasing Par Value of Class A, Class B and Class C Common
Stock
Pursuant
to Amendment No. 2, which will become effective at 12:02 a.m., Eastern time, on
March 12, 2010 (the “Amendment No. 2 Effective Time”), the par value of the
Company’s issued and outstanding shares of Class A Common Stock, Class B Common
Stock and Class C Common Stock immediately prior to the Amendment No. 2
Effective Time will be decreased from $0.01 per share to $0.001 per share in
each case.
Neither
the reverse stock split, nor Amendment No. 1, nor Amendment No. 2 will change
the total number of authorized shares of capital stock of the
Company. A copy of Amendment No. 2 is attached hereto as Exhibit 3.2
and is incorporated herein by reference.
Articles
Supplementary Reclassifying Unissued Class A Common Stock as Preferred
Stock
Following
the Amendment No. 2 Effective Time, pursuant to the Articles Supplementary,
5,000,000 shares of the Company’s authorized but unissued Class A Common Stock,
par value $0.001 per share, will be reclassified as undesignated preferred
stock, par value $0.001 per share (which will not consist of the Company’s Class
A or Class B Redeemable Preferred Stock). A copy of the Articles
Supplementary setting forth the terms of the reclassification is attached hereto
as Exhibit 3.3 and is incorporated herein by reference.
As a
result of the actions described above, as of the time of effectiveness of the
Articles Supplementary, the Company will have (i) 98,000,000 shares of Class A
Common Stock, par value $0.001 per share, authorized and approximately
10,005,225 shares of Class A Common Stock, par value $0.001 per share,
outstanding, (ii) 1,000,000 shares of Class B Common Stock, par value $0.001 per
share, authorized and approximately 31,938 shares of Class B Common Stock, par
value $0.001 per share, outstanding, (iii) 1,000,000 shares of Class C Common
Stock, par value $0.001 per share, authorized and approximately 31,938 shares of
Class C Common Stock, par value $0.001 per share, outstanding, and (iv)
10,000,000 shares of preferred stock, par value $0.001 per share, authorized (of
which 1,800,000 shares are designated as Class A Redeemable Preferred Stock and
2,000,000 shares are designated as Class B Redeemable Preferred Stock) and no
shares of preferred stock outstanding.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are being filed with this Current
Report on Form 8-K:
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3.1
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Articles
of Amendment of the Company, effective as of March 12,
2010.
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3.2
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Articles
of Amendment of the Company, effective as of March 12,
2010.
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3.3
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Articles
Supplementary of the Company, effective as of March 12,
2010.
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99.1
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Press
Release, dated February 17, 2010, issued by Bimini Capital Management,
Inc.
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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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Date:
February 17, 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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69209.000017
EMF_US 29446992v7
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1
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Articles
of Amendment of the Company, effective as of March 12,
2010.
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3.2
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Articles
of Amendment of the Company, effective as of March 12,
2010.
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3.3
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Articles
Supplementary of the Company, effective as of March 12,
2010.
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99.1
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Press
Release, dated February 17, 2010, issued by Bimini Capital Management,
Inc.
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Exhibit
3.1
ARTICLES
OF AMENDMENT
OF
BIMINI
CAPITAL MANAGEMENT, INC.
THIS IS
TO CERTIFY THAT:
FIRST: The charter
(the “Charter”) of Bimini Capital Management, Inc., a Maryland corporation (the
“Corporation”), is hereby amended to provide that, at the Effective Time (as
defined below), every ten shares of the Corporation’s Class A Common Stock,
$0.001 par value per share, every ten shares of the Corporation’s Class B Common
Stock, par value $0.001 per share, and every ten shares of the Corporation’s
Class C Common Stock, par value $0.001 per share, that were issued and
outstanding immediately prior to the Effective Time, shall be changed into one
issued and outstanding share of Class A Common Stock, $0.01 par value per share,
one issued and outstanding share of Class B Common Stock, par value $0.01 per
share, and one issued and outstanding share of Class C Common Stock, par value
$0.01 per share, respectively. No fractional shares of the
Corporation’s Class A Common Stock, Class B Common Stock or Class C Common Stock
will be or remain issued upon such amendment and each stockholder otherwise
entitled to a fractional share shall be entitled to receive in lieu thereof cash
in an amount equal to the product of the fraction of a share multiplied by the
Market Price (as defined in Article XIII of the Charter) on the date of the
Effective Time.
SECOND: The amendment
to the Charter of the Corporation as set forth above has been duly approved by a
majority of the Board of Directors of the Corporation as required by
law. Pursuant to Section 2-309(e)(2) of the Maryland General
Corporation Law, no stockholder approval was required.
THIRD: There has been
no change in the authorized stock of the Corporation effected by the amendment
to the Charter of the Corporation as set forth above.
FOURTH: These
Articles of Amendment shall be effective at 12:01 a.m., Eastern time, on March
12, 2010 (the “Effective Time”).
FIFTH: The
undersigned President acknowledges these Articles of Amendment to be the
corporate 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.
[Signature Page
Follows.]
IN WITNESS WHEREOF, the Corporation has
caused these Articles of Amendment to be executed in its name and on its behalf
by its President and attested to by its Secretary on this 11th day of February,
2010.
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ATTEST:
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BIMINI
CAPITAL MANAGEMENT, INC.
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By: /s/ Robert E.
Cauley
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By: /s/ G. Hunter Haas,
IV
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Name: Robert
E. Cauley
Title: Secretary
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Name: G.
Hunter Haas, IV
Title: President
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Exhibit
3.2
ARTICLES
OF AMENDMENT
OF
BIMINI
CAPITAL MANAGEMENT, INC.
THIS IS
TO CERTIFY THAT:
FIRST: The charter
(the “Charter”) of Bimini Capital Management, Inc., a Maryland corporation (the
“Corporation”), is hereby amended, as of the Effective Time (as defined below),
to decrease the par value of the shares of Class A Common Stock, Class B Common
Stock and Class C Common Stock of the Corporation issued and outstanding
immediately prior to the Effective Time from $0.01 per share to $0.001 per share
in each case.
SECOND: The amendment
to the Charter of the Corporation as set forth above has been duly approved by a
majority of the Board of Directors of the Corporation as required by
law. The amendment set forth herein is limited to a change expressly
authorized by Section 2-605(a)(2) of the Maryland General Corporation Law to be
made without action by the stockholders of the Corporation.
THIRD: There has been
no change in the authorized stock of the Corporation effected by the amendment
to the Charter of the Corporation as set forth above.
FOURTH: These
Articles of Amendment shall be effective at 12:02 a.m., Eastern time, on March
12, 2010 (the “Effective Time”).
FIFTH: The
undersigned President acknowledges these Articles of Amendment to be the
corporate 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.
[Signature Page
Follows.]
IN WITNESS WHEREOF, the Corporation has
caused these Articles of Amendment to be executed in its name and on its behalf
by its President and attested to by its Secretary on this 11th day of February,
2010.
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ATTEST:
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BIMINI
CAPITAL MANAGEMENT, INC.
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By: /s/ Robert E.
Cauley
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By: /s/ G. Hunter Haas,
IV
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Name: Robert
E. Cauley
Title: Secretary
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Name: G.
Hunter Haas, IV
Title: President
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Exhibit
3.3
BIMINI
CAPITAL MANAGEMENT, INC.
ARTICLES
SUPPLEMENTARY RECLASSIFYING SHARES OF
CLASS
A COMMON STOCK INTO PREFERRED 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 charter (the “Charter”) of the Corporation, the Board of Directors of the
Corporation (the “Board”), by resolutions duly adopted on February 11, 2010,
reclassified and designated 5,000,000 shares of authorized but unissued Class A
Common Stock, par value $0.001 per share, of the Corporation (“Class A Common
Stock”) into undesignated preferred stock, par value $0.001 per share, of the
Corporation (which shall not consist of the Corporation’s Class A or Class B
Redeemable Preferred Stock) (“Preferred Stock”).
SECOND: 5,000,000
shares of the authorized but unissued Class A Common Stock have been
reclassified and designated by the Board as undesignated Preferred 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 12:03 a.m., Eastern time, on March
12, 2010.
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.
[Signature Page
Follows.]
IN WITNESS WHEREOF, the Corporation has
caused these Articles Supplementary to be executed in its name and on its behalf
by its President and attested to by its Secretary on this 11th day of February,
2010.
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ATTEST:
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BIMINI
CAPITAL MANAGEMENT, INC.
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By: /s/ Robert E.
Cauley
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By: /s/ G. Hunter Haas,
IV
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Name: Robert
E. Cauley
Title: Secretary
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Name: G.
Hunter Haas, IV
Title: President
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Exhibit
99.1
BIMINI
CAPITAL MANAGEMENT’S BOARD APPROVES
ONE-FOR-TEN
REVERSE STOCK SPLIT
VERO
BEACH, Fla. (February 17, 2010) - Bimini Capital Management, Inc. (OTCBB: BMNM)
(the "Company"), a real estate investment trust ("REIT"), announced that its
Board of Directors has approved a one-for-ten reverse stock split of its Class A
common stock, Class B common stock and Class C common stock. The
Company anticipates the reverse stock split will be effective on or about March
12, 2010. When the reverse stock split becomes effective, every ten
shares of issued and outstanding Class A common stock, Class B common stock or
Class C common stock will automatically be combined into one issued and
outstanding share of Class A common stock, Class B common stock or Class C
common stock, respectively.
No
fractional shares will be issued in connection with the reverse stock
split. Instead, each holder of Class A common stock, Class B common
stock or Class C common stock otherwise entitled to a fractional share as a
result of the reverse stock split will be entitled to receive in lieu thereof
cash in an amount equal to the product of the fraction of a share multiplied by
the average of the high bid and low asked prices in the over-the-counter market
for the Company’s Class A Common Stock, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System on the effective date of
the reverse stock split.
Immediately
following the effectiveness of the reverse stock split, the Company will have
(i) approximately 10,005,225 shares of Class A Common Stock, par value $0.001
per share, outstanding, (ii) approximately 31,938 shares of Class B Common
Stock, par value $0.001 per share, outstanding, (iii) approximately 31,938
shares of Class C Common Stock, par value $0.001 per share, outstanding and (iv)
no shares of preferred stock outstanding.
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.
Forward-Looking
Statements
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,
including but not limited to any statements regarding the completion of the
reverse stock split. 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. There can be
no assurance that the reverse stock split will be completed by the anticipated
effective date. 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 Reports 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:
Bimini
Capital Management, Inc.
Robert E.
Cauley, 772-231-1400
Chairman
and Chief Executive Officer
www.biminicapital.com