OPX 8K 05-07-07
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): May
7, 2007
Opteum
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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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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On
May 7,
2007, Opteum Financial Services, LLC ("OFS"), a subsidiary of Opteum Inc. (the
"Company"), entered into a definitive agreement (the "Asset Purchase Agreement")
to sell substantially all of OFS’s assets related to its retail mortgage loan
origination business (the “Business”) and certain other assets associated with
its corporate staff functions to Prospect Mortgage Company, LLC ("Prospect")
for
an estimated aggregate purchase price of $5.0 million in cash plus the
assumption by Prospect of certain lease and other liabilities related to the
assets being sold.
Under
the
terms of the Asset Purchase Agreement, Prospect will purchase substantially
all
of the operating assets related to the Business, including, among other things,
a majority of its retail branch office leases and the tangible personal property
located at such branch offices, its pipeline of residential mortgage loan
applications (the "Pipeline Loans"), escrowed deposits related to the Pipeline
Loans, customer lists and intellectual property and information technology
systems used by OFS in the conduct of the Business. Prospect has agreed to
assume the obligations of OFS under the Pipeline Loans and substantially all
of
OFS's liabilities relating to the Business and the purchased assets arising
after the closing date.
The
Company, OFS and Prospect have made customary representations, warranties and
covenants in the Asset Purchase Agreement, including, among others,
representations regarding authorization, consents, conflicts and the Pipeline
Loans, as well as OFS's covenant to conduct the Business between the date of
the
Asset Purchase Agreement and the Closing Date in the manner set forth in the
Asset Purchase Agreement.
Pursuant
to the Asset Purchase Agreement, the estimated cash payment of $5.0 million
expected to be received by OFS is subject to possible reduction in the event
that OFS employees employed in a sales function, including loan officers and
production managers (“loan production personnel”), representing an agreed-upon
threshold percentage of the aggregate loan production of the Business during
the
preceding four calendar quarters do not accept employment with Prospect, and
it
is a condition to Prospect’s obligation to close the transaction that OFS loan
production personnel representing at least an agreed minimum percentage of
the
aggregate loan production of the Business during the preceding four calendar
quarters accept offers of employment with Prospect. The closing of the
transaction contemplated by the Asset Purchase Agreement is subject to various
other customary closing conditions, including, among other things, the continued
accuracy at closing of OFS's representations and warranties made in the Asset
Purchase Agreement, and the absence of a material adverse effect on the Business
or the Company's or OFS's ability to consummate the transaction. The transaction
is scheduled to be completed during the second quarter of 2007. This description
is qualified in its entirety by reference to the Asset Purchase Agreement,
a
copy of which is included as Exhibit 10.1 to this Current Report on Form
8-K.
A
copy of
the Company’s press release dated May 7, 2007 announcing the Asset Purchase
Agreement and the related transaction is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
10.1
Asset
Purchase Agreement, dated May 7, 2007, by and among Opteum Financial Services,
LLC, Opteum Inc. and Prospect Mortgage Company, LLC.
99.1
Press
release of Opteum Inc. dated May 7, 2007.
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:
May 7, 2007
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OPTEUM
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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99.1
Press
release of Opteum Inc. dated May 7, 2007.