UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
____________________
BIMINI
CAPITAL MANAGEMENT, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Maryland 72-1571637
(State or
Other Jurisdiction
of (I.R.S.
Employer Identification No.)
Incorporation or
Organization)
3305
Flamingo Drive
Vero
Beach, Florida 32963
(Address
of Principal Executive Offices, Including Zip Code)
BIMINI
CAPITAL MANAGEMENT, INC.
2003
LONG TERM INCENTIVE COMPENSATION PLAN
(Full
Title of the Plan)
______________________
Jeffrey
J. Zimmer
Chairman,
President and Chief Executive Officer
Bimini
Capital Management, Inc.
3305
Flamingo Drive
Vero
Beach, Florida 32963
(772) 231-1400
(Name,
address, including zip code, and telephone number including area code, of agent
for service)
With
copies to:
J.
Christopher Clifton, Esq.
Senior
Vice President, General Counsel, Chief Compliance Officer &
Secretary
Bimini
Capital Management, Inc.
3305
Flamingo Drive
Vero
Beach, Florida 32963
____________________
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act
Large accelerated filer o
Accelerated filer x
Non-accelerated
filer o (Do not check if a
smaller reporting
company) Smaller
reporting company x
CALCULATION
OF REGISTRATION FEE
|
Title
of Securities
to
be Registered
|
Amount
to be
Registered(1)
|
Proposed
Maximum
Offering
Price
Per
Share(2)
|
Proposed
Maximum
Aggregate
Offering
Price(3)
|
Amount
of
Registration
Fee
|
|
Class
A Common Stock, $0.001 par value
|
3,000,000
shares
|
$0.26
|
$780,000.00
|
$30.65
|
|
(1)
|
Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities
Act”), this registration statement shall also cover any additional shares
of the Company’s Class A Common Stock that become issuable under the plan
by reason of any stock splits, stock dividends or similar
transactions.
|
|
(2)
|
Calculated
pursuant to Rules 457(h) of the Securities Act on the basis of $0.26
per share, which was the average of the high and low prices of Bimini
Capital Management, Inc.’s Class A Common Stock as reported in
over-the-counter trading on March 10,
2008.
|
|
(3)
|
Value
stated for purposes of calculating the registration
fee.
|
INCORPORATION
OF CONTENTS OF PRIOR REGISTRATION STATEMENT
On
October 19, 2004, the Registrant filed a Registration Statement on Form S-8
(File No. 333-119832), registering 1,000,000 shares of the Registrant’s
Class A common stock, par value $0.001 per share (the “Common Stock”),
authorized for issuance pursuant to the 2003 Long Term Incentive Compensation
Plan (the “Plan”). The Plan provides for the issuance of 4,000,000
shares of the Registrant’s Common Stock. The purpose of this
Registration Statement is to register the additional 3,000,000 shares of the
Registrant’s Common Stock authorized for issuance pursuant to the
Plan. In accordance with General Instruction E, the
contents of the Registrant’s Form S-8 Registration Statement No. 333-119832
are incorporated herein by reference.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
Exhibit
No. Description
|
|
4.1
|
Bimini
Capital Management, Inc. 2003 Long Term Incentive Compensation Plan
incorporated by reference to Exhibit 10.3 of the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 2007, as filed with
the Securities and Exchange Commission on November 8,
2007.**
|
|
|
5.1
|
Opinion
of Hunton & Williams LLP as to the legality of the securities being
registered*
|
|
|
23.1
|
Consent
of Hunton & Williams LLP (included in Exhibit
5.1)*
|
|
|
23.2
|
Consent
of Ernst & Young LLP*
|
|
24.1
|
Powers
of Attorney of Directors and Executive Officers of the Company (included
on signature page)*
|
* Filed
herewith.
** Previously
filed.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vero Beach, State of Florida, on this 13th day of
March, 2008.
BIMINI CAPITAL MANAGEMENT,
INC.
(Registrant)
By: /s/ Jeffrey J.
Zimmer
Name: Jeffrey
J. Zimmer
Title: Chairman,
President and Chief Executive Officer
Pursuant to the requirements of the
Securities Act of 1933, as amended, this registration statement has been signed
below by the following persons in the capacities and on the dates
indicated. Each of the directors and executive officers of Bimini
Capital Management, Inc. whose signature appears below hereby appoints Jeffrey
J. Zimmer, Robert E. Cauley and J. Christopher Clifton, and each of them
individually, as his attorney-in-fact to sign in his name and behalf, in any and
all capacities stated below and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective amendments to this
registration statement, making such changes in the registration statement as
appropriate, and generally to do all such things in their behalf to enable
Bimini Capital Management, Inc. to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission.
|
Signature
|
Title
|
Date
|
|
/s/ Jeffrey J.
Zimmer
Jeffrey
J. Zimmer
|
Director,
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
|
March
11, 2008
|
|
/s/ Robert E.
Cauley
Robert
E. Cauley
|
Director,
Vice Chairman of the Board, Senior Executive Vice President, Chief
Financial Officer, Chief Investment Officer and Treasurer
(Principal
Financial Officer and Principal Accounting Officer)
|
March
11, 2008
|
|
/s/ Kevin L.
Bespolka
Kevin
L. Bespolka
|
Director
|
March
11, 2008
|
|
/s/ Robert J.
Dwyer
Robert
J. Dwyer
|
Director
|
March
11, 2008
|
|
/s/ W. Christopher
Mortenson
W.
Christopher Mortenson
|
Director
|
March
11, 2008
|
EXHIBIT
INDEX
Exhibit
No. Description
|
|
4.1
|
Bimini
Capital Management, Inc. 2003 Long Term Incentive Compensation Plan
incorporated by reference to Exhibit 10.3 of the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 2007, as filed with
the Securities and Exchange Commission on November 8,
2007.**
|
|
|
5.1
|
Opinion
of Hunton & Williams LLP as to the legality of the securities being
registered*
|
|
|
23.1
|
Consent
of Hunton & Williams LLP (included in Exhibit
5.1)*
|
|
|
23.2
|
Consent
of Ernst & Young LLP*
|
|
24.2
|
Powers
of Attorney of Directors and Officers of the Company (included on
signature page)*
|
* Filed
herewith.
** Previously
filed.
Exhibit
5.1
|
HUNTON
& WILLIAMS LLP
RIVERFRONT
PLAZA, EAST TOWER
951
EAST BYRD STREET
RICHMOND,
VIRGINIA 23219-4074
TEL 804
• 788 • 8200
FAX 804
• 788 • 8218
|
|
|
FILE
NO: 69209.000001
|
|
|
March
13, 2008
|
Board of
Directors
Bimini
Capital Management, Inc.
3305
Flamingo Drive
Vero
Beach, Florida 32963
Registration
Statement on Form S-8 Relating to the
Bimini
Capital Management, Inc. 2003 Long Term Incentive Compensation Plan
Ladies
and Gentlemen:
We have acted as special counsel for
Bimini Capital Management, Inc., a Maryland corporation (the “Company”), in
connection with the Registration Statement on Form S-8 (the “Registration
Statement”) filed by the Company on the date hereof with the Securities and
Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended (the “Securities Act”), with respect to 3,000,000 additional shares of
the Company’s Class A common stock, $0.001 par value per share (the “Plan
Shares”), reserved for issuance under the Company’s 2003 Long Term Incentive
Compensation Plan (the “Plan”), as referenced in the Registration
Statement. This opinion is being furnished in accordance with the
requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K
under the Securities Act.
In connection therewith, we have relied
upon, among other things, our examination of such documents, records of the
Company and certificates of its officers and public officials as we have deemed
necessary for purposes of the opinions expressed below. For purposes
of the opinions expressed below, we have assumed (i) the authenticity of
all documents submitted to us as originals, (ii) the conformity to the
originals of all documents submitted as certified or photostatic copies and the
authenticity of the originals thereof, (iii) the legal capacity of natural
persons, (iv) the genuineness of signatures and (v) the due authorization,
execution and delivery of all documents by all parties and the validity, binding
effect and enforceability thereof (other than the authorization, execution and
delivery of documents by the Company and the validity, binding effect and
enforceability thereof upon the Company).
Based upon the foregoing and such other
information and documents as we have considered necessary for the purposes
hereof, we are of the opinion that:
1. The
Company has been duly incorporated and is validly existing and in good standing
under the laws of the State of Maryland.
2. The
issuance of the Plan Shares has been duly authorized by the Company and, upon
issuance pursuant to the terms of the Plan, the Plan Shares will be validly
issued, fully paid and nonassessable.
The
foregoing opinion is limited to the laws of the State of Maryland, and we do not
express any opinion herein concerning any other law. Our opinion set
forth in paragraph (1) above is based solely on a certificate of the Department
of Assessment and Taxation of the State of Maryland dated March 7,
2008.
We hereby
consent to the filing of this opinion with the Commission as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not admit that
we are within the category of persons whose consent is required by Section 7 of
the Securities Act or the rules and regulations promulgated thereunder by the
Commission.
This
opinion is limited to the matters stated in this letter, and no opinions may be
implied or inferred beyond the matters expressly stated in this letter. This
opinion is given as of the date hereof and we assume no obligation to advise you
after the date hereof of facts or circumstances that come to our attention or
changes in the law, including judicial or administrative interpretations
thereof, that occur which could affect the opinions contained
herein.
Very truly yours,
/s/ Hunton & Williams
LLP
Exhibit 23.2
We
consent to the incorporation by reference in this Registration Statement
(Form S-8 No. 333- )
pertaining to the 2003 Long Term Incentive Compensation Plan of Bimini Capital
Management, Inc. of our reports dated March 12, 2008, with respect to
the consolidated financial statements of Bimini Capital Management, Inc.
and the effectiveness of internal control over financial reporting of Bimini
Capital Management, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 2007 filed with the Securities and Exchange
Commission.
|
/s/ ERNST
& YOUNG LLP
Certified
Public
Accountants
|
Miami,
Florida
March 12,
2008