SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 February 24, 2006 ------------------------------------------------ Date of Report (date of earliest event reported) Odyssey Marine Exploration, Inc. ---------------------------------------------------- Exact name of Registrant as Specified in its Charter Nevada 1-31895 84-1018684 ---------------------------- --------------- --------------------------- State or Other Jurisdiction Commission File IRS Employer Identification of Incorporation Number Number 5215 West Laurel Street, Tampa, Florida 33069 ---------------------------------------------------------- Address of Principal Executive Offices, Including Zip Code (813) 876-1776 -------------------------------------------------- Registrant's Telephone Number, Including Area Code 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On February 24, 2006, the Board of Directors of Odyssey Marine Exploration, Inc. (the "Company") amended and restated our Bylaws to provide that the Company may have Co-Chairmen of the Board. A copy of the Amended and Restated Bylaws is attached as Exhibit 3.1 hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The exhibit identified below is filed as part of this report: Exhibit 3.1 Amended and Restated Bylaws of Odyssey Marine Exploration, Inc. 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. ODYSSEY MARINE EXPLORATION, INC. Dated: March 2, 2006 By: /s/ Michael J. Holmes Michael J. Holmes, Chief Financial Officer