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
11,
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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ITEM
5.02.
DEPARTURE OF DIRECTORS
OR CERTAIN
OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
On
January 11, 2008, Mr. Buford H.
Ortale resigned from the Board of Directors (the “Board”) of Bimini Capital
Management, Inc. (the “Company”). As a result of Mr. Ortale’s
resignation, the size of the Board has been reduced to five directors, three
of
which are independent directors, and Mr. Kevin L. Bespolka has been appointed
as
Chair of the Board’s Corporate Governance and Nominating
Committee.
In
addition, the Board has approved a
reduction in the compensation payable to non-employee directors of the
Company. As of the date of the Company’s 2008 Annual Meeting of
Stockholders, the annual retainer for non-employee directors will be reduced
to
$70,000.00 and may be payable in cash or shares of the Company’s Class A Common
Stock, par value $0.001 per share, at the election of each
director. The additional retainers payable in respect of serving as
chairperson of a committee of the Board or as lead independent director remain
unchanged.
ITEM
7.01.
REGULATION FD
DISCLOSURE
On
January
17, 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.
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ITEM
9.01.
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EXHIBITS.
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(d)
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Exhibits
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Exhibit
99.1 – Press Release
of Bimini
Capital Management, Inc.dated
January 17,
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:
January
17,
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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99.1
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Press
Release of Bimini
Capital Management,
Inc.dated
January 17,
2008
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Exhibit
99.1
[Bimini
Capital Management Logo]
BIMINI
CAPITAL MANAGEMENT ANNOUNCES
CHANGES
TO BOARD OF DIRECTORS
VERO
BEACH, FL (January 17,
2008)— Bimini Capital Management, Inc. (Other OTC:BMNM.PK) (“Bimini
Capital” or the “Company”), a real estate investment trust (“REIT”), today
announced that Mr. Buford H.
Ortale has resigned
from the Board of Directors
(the “Board”) of the Company. As a result of Mr. Ortale’s
resignation, the size of the Board has been reduced to five directors, three
of
which are independent directors, and Mr. Kevin L. Bespolka has been appointed
as
Chair of the Board’s Corporate Governance and Nominating
Committee.
The
Company today also announced that
the Board has approved
a
reduction in the compensation payable to non-employee directors of the
Company. As of the date of the Company’s 2008 Annual Meeting of
Stockholders, the annual retainer for non-employee directors will be reduced
to
$70,000.00 and may be payable in cash or shares of the Company’s Class A Common
Stock, par value $0.001 per share, at the election of each non-employee director. The
additional
retainers payable in respect of serving as chairperson of a committee of the
Board or as lead independent director remain unchanged.
“We
continue to seek ways to reduce our costs as we work to restore our
profitability, and the Board changes announced today are simply one additional
small step in the right direction,” said Jeffrey J. Zimmer, Chairman, President
and Chief Executive Officer. “We sincerely appreciate Mr. Ortale’s
service to the Company and thank him for his valuable insights and contributions
to our Board,” Zimmer continued.
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
HUwww.biminicapital.comU