bmnm8k04172008.htm
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 14, 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
4.01. CHANGES
IN REGISTRANT’S CERTIFYING ACCOUNTANT.
(a)
Dismissal of independent registered public accounting firm
On April
13, 2008, the Audit Committee of the Board of Directors of Bimini Capital
Management, Inc. (“Bimini”) selected BDO Seidman, LLP (“BDO”) to replace Ernst
& Young LLP (“E&Y”) as Bimini’s independent registered public accounting
firm.. E&Y was informed of its dismissal on April 14, 2008, which
decision was approved by the Audit Committee of the Board of Directors of
Bimini.
E&Y’s
reports on Bimini’s consolidated financial statements for the fiscal years ended
December 31, 2007 and 2006 did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope or
accounting principles. During the two most recent fiscal years ended
December 31, 2007 and 2006, and in the subsequent interim period through April
13, 2008, there were (i) no disagreements between Bimini and E&Y on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of E&Y, would have caused E&Y to make reference to the
subject matter of the disagreement in its reports on the consolidated financial
statements for such years, and (ii) no “reportable events” as that term is
defined in Item 304(a)(1)(v) of Regulation S-K.
Bimini
provided E&Y a copy of this Current Report on Form 8-K, and requested that
E&Y furnish Bimini with a letter addressed to the U.S. Securities and
Exchange Commission stating whether E&Y agrees with the disclosure contained
in this Current Report on Form 8-K, or, if not, stating the respects in which it
does not agree. Bimini has received the requested letter from E&Y
and a copy of E&Y’s letter has been filed as Exhibit 16.1 to this Current
Report on Form 8-K.
(b)
Engagement of new independent registered public accounting firm
On April
13, 2008, the Audit Committee of the Board of Directors of Bimini approved the
engagement of BDO as its independent registered public accounting firm for the
fiscal year ending December 31, 2008, and BDO was formally engaged on April 17,
2008. During Bimini’s two most recent fiscal years ended December 31,
2007 and 2006 and through April 17, 2008, neither Bimini nor anyone on its
behalf has consulted with BDO regarding (1) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on Bimini’s financial statements, and
neither a written report nor oral advice was provided to Bimini that BDO
concluded was an important factor considered by Bimini in reaching a decision as
to the accounting, auditing or financial reporting issue; or (ii) any matter
that was either the subject of a “disagreement” (as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K) or a “reportable event” (as that term is defined in Item
304(a)(1)(v) of Regulation S-K).
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Exhibit No.
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Description
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16.1
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Letter
of Ernst & Young LLP, dated April 17, 2008, regarding change in
independent registered public accounting
firm.
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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 17, 2008
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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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Vice
Chairman, President and Chief Executive
Officer
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