bmnm8k02172010.htm
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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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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