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): April 27, 2009
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. Election of Director.
Bimini
Capital Management, Inc. (OTCBB: BMNM) (“Bimini Capital” or the “Company”), a
real estate investment trust (“REIT”), appointed Frank E. Jaumot to fill its
vacant Class I board seat effective April 24, 2009.
Mr.
Jaumot has been the Director of Accounting and Auditing for the certified public
accounting firm of Ahearn, Jasco & Company, P.A. since 1991, and he is a
shareholder in that firm. Mr. Jaumot is a certified public accountant
in Florida and Ohio and is a member of the American Institute of Certified
Public Accountants and the Florida Institute of Certified Public
Accountants. He currently serves on the audit committees and
compensation committees of the boards of two other publicly-traded
companies.
Ahearn,
Jasco & Company, P.A. has provided tax, accounting, and SEC consulting
services to the Company since its inception in 2003. Since January 1,
2009, the firm has billed the Company approximately $90,000 for these types of
services. Mr. Jaumot will be paid on an hourly basis for his service
on the board based on his standard hourly rate being used by his CPA firm, which
is currently $345 per hour.
ITEM
7.01 Regulation FD
Disclosure.
On April
27, 2009, the Company issued a press release announcing the appointment of Mr.
Jaumot as a director as described in Item 5.02.
The
information in this item shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise
subject to the liabilities of Section 18, nor shall it be deemed incorporated by
reference in any of the Company’s filings under the Securities Act of 1933, as
amended, or the Exchange Act, except to the extent, if any, expressly set forth
by specific reference in such filing.
ITEM
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits. The
following exhibit is being furnished with this Current Report on Form
8-K.
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99.1 Press
Release, dated April 27, 2009.
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:
April 27, 2009
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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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BIMINI
CAPITAL MANAGEMENT APPOINTS NEW BOARD MEMBER
VERO
BEACH, FL (April 27, 2009) — Bimini Capital Management, Inc. (OTCBB: BMNM)
(“Bimini Capital” or the “Company”), a real estate investment trust (“REIT”),
today announced that it appointed Frank E. Jaumot to fill its vacant Class I
board seat effective April 24, 2009.
Mr.
Jaumot has been the Director of Accounting and Auditing for the certified public
accounting firm of Ahearn, Jasco & Company, P.A. since 1991, and he is a
shareholder in that firm. Mr. Jaumot is a certified public accountant
in Florida and Ohio and is a member of the American Institute of Certified
Public Accountants and the Florida Institute of Certified Public
Accountants. He currently serves on the audit committees and
compensation committees of the boards of two other publicly-traded
companies.
Robert
Cauley, Chairman and CEO of the Company, stated, “Mr. Jaumot has been a valued
contributor to the Company since the early days of our existence and, given his
extensive experience not only with tax and accounting matters, but his extensive
experience on boards of other entities in turn-around situations, the board
wanted to increase his role and take greater advantage of his
skills.”
Ahearn,
Jasco & Company, P.A. has provided tax, accounting, and SEC consulting
services to the Company since its inception in 2003. As a result, Mr.
Jaumot is not an independent director. Since January 1, 2009, the
firm has billed the Company approximately $90,000 for tax and related
advice. Mr. Jaumot will be paid for his service on the board based on
his standard hourly rate being used by his CPA firm.
About
Bimini Capital Management
Bimini
Capital Management, Inc. is a REIT that invests primarily, but not exclusively,
in 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 and 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:
Bimini
Capital Management, Inc.
Robert E.
Cauley, 772-231-1400
Chairman
and Chief Executive Officer
www.biminicapital.com