UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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):
November 30, 2005
(Exact
name of registrant as specified in its charter)
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Florida
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0-25681
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65-0423422
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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11760
U.S. Highway One
Suite
500
North
Palm Beach, Florida
(Address
of principal executive offices)
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33408
(Zip
Code)
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Registrant's
telephone number, including area code:
(561) 630-2400
Not
Applicable.
(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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
2 - Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
Wescoco
LLC d/b/a FastFind
On
December 1, 2005, Bankrate, Inc. (the “Company”) announced that it completed the
acquisition of Wescoco LLC, a Delaware limited liability company d/b/a
“FastFind” (“FastFind”) on November 30, 2005, according to the terms of the
Agreement and Plan of Reorganization (the “Agreement”) by and among the Company,
FastFind, LLC, a Delaware corporation and wholly-owned subsidiary of the
Company
(the “Merger Sub”), and FastFind, for $10 million in cash, subject to
post-closing adjustments. The $10 million was funded from the Company’s working
capital. Pursuant to the Agreement, the Merger Sub was merged with and into
FastFind, with FastFind surviving as a wholly-owned subsidiary of the Company.
The Company paid $7 million in cash to the members of Wescoco LLC and $3
million
was placed in escrow to satisfy certain indemnification obligations of the
FastFind members.
FastFind
is an Internet lead aggregator based in San Francisco, California.
On
December 1, 2005, the Company issued a press release announcing the closing
of
the transaction described above. A copy of the press release is filed herewith
as Exhibit 99.1 and incorporated herein by reference.
Mortgage
Market Information Services, Inc./Interest.com
On
December 1, 2005, the Company announced that it completed the acquisition
of
Mortgage Market Information Services, Inc., an Illinois corporation, and
Interest.com, Inc., an Illinois corporation (“Interest.com” and collectively
with Mortgage Market Information Services, Inc., “MMIS”) on December 1, 2005,
according to the terms of the Agreement and Plan of Merger (the “Merger
Agreement”) by and among the Company, Sub 1, an Illinois corporation and
wholly-owned subsidiary of the Company (“Sub 1”); Sub 2, an Illinois corporation
and wholly-owned subsidiary of the Company (“Sub 2” and collectively with Sub 1,
the “Subs”); Mortgage Market Information Services, Inc., Interest.com, Scarlett
Enterprises, Ltd., an Illinois corporation (the “Shareholder” and 100% owner of
MMIS); and James R. De Both (100% owner of the Shareholder), for $30 million
in
cash, subject to post-closing adjustments. The $30 million was funded from
the
Company’s working capital. Pursuant to the Merger Agreement, Sub 1 was merged
with and into Mortgage Market Information Services, Inc., and Sub 2 was merged
with and into Interest.com, with each of Mortgage Market Information Services,
Inc. and Interest.com surviving as wholly-owned subsidiaries of the
Company.
Under
the
terms of and subject to the conditions set forth in the Merger Agreement,
the
Company will pay the Shareholder $30 million in cash, with $26 million of
that
amount payable seven days after the closing date; $3 million of that amount
to
be placed in escrow seven days after the closing date to satisfy certain
indemnification obligations of the Shareholder; and the $1 million balance
(which includes nominal interest) payable to the Shareholder on January 5,
2006.
MMIS
publishes financial rates and information in over 300 newspapers and operates
Interest.com, an Internet finance marketplace that educates and connects
consumers to lenders.
On
December 1, 2005, the Company issued a press release announcing the closing
of
the transactions described above. A copy of the press release is filed herewith
as Exhibit 99.1 and incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
Any
required audited financial statements of the businesses acquired meeting
the
requirements of Rule 3-05(b) of Regulation S-X will be filed on an amendment
to
this Form 8-K no later than 71 calendar days after the date that the initial
report on Form 8-K must be filed.
(b)
Pro
forma financial information.
Any
required pro forma financial information meeting the requirements of Article
11
of Regulation S-X will be filed on an amendment to this Form 8-K no later
than
71 calendar days after the date that the initial report on Form 8-K must
be
filed.
(c)
Shell
company transactions.
Not
applicable.
(d)
Exhibits.
| 10.1 |
Agreement
and Plan of Reorganization dated November 20, 2005, by and among
Bankrate,
Inc., FastFind, LLC, and Wescoco LLC.
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| 10.2 |
Agreement
and Plan of Merger dated November
20, 2005,
by and among Bankrate, Inc., Sub 1, Sub 2, Mortgage Market Information
Services, Inc. and Interest.com, Inc., Scarlett Enterprises, Ltd.,
and
James R. De Both.
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| 99.1 |
Text
of press release of Bankrate, Inc. dated December 1, 2005 announcing
the
closings of the FastFind and MMIS/Interest.com
acquisitions.
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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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BANKRATE,
INC.
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Date:
December 6, 2005
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By:
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/s/
Robert J. DeFranco
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Robert
J. DeFranco
Senior
Vice President
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
| 10.1 |
Agreement
and Plan of Reorganization dated November 20, 2005, by and among
Bankrate,
Inc., FastFind, LLC, and Wescoco LLC.
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| 10.2 |
Agreement
and Plan of Merger dated November
20, 2005,
by and among Bankrate, Inc., Sub 1, Sub 2, Mortgage Market Information
Services, Inc. and Interest.com, Inc., Scarlett Enterprises,
Ltd., and
James R. De Both.
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| 99.1 |
Text
of press release of Bankrate, Inc. dated December 1, 2005 announcing
the
closings of the FastFind and MMIS/Interest.com
acquisitions.
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