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):
February 5, 2008
(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
200
North
Palm Beach, Florida
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33408
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(Address
of principal executive offices)
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(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:
¨ 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))
On
February 5, 2008, Bankrate, Inc. (the "Registrant") purchased substantially
all
of the assets of InsureMe, Inc., a Colorado corporation (“InsureMe”), which
operates an Internet marketing business that provides various products and
services regarding the insurance industry to consumers and insurance agents,
pursuant to an Asset Purchase Agreement, effective as of February 1, 2008,
(the
“InsureMe Asset Purchase Agreement”) by and among the Registrant, InsureMe, Tim
A. McTavish, Robin L. Paquette, Michael T. Sajdak, the McTavish Family
Irrevocable Trust, and the Paquette Family Irrevocable Trust.
Under
the
terms of and subject to the conditions set forth in the InsureMe Asset Purchase
Agreement, the Registrant paid approximately $65.0 million in cash to InsureMe.
The Registrant also assumed certain contractual obligations of InsureMe.
In
addition, the InsureMe Asset Purchase Agreement provides for earn-out payments
over a two-year period beginning on January 1, 2008 and ending on December
31,
2009 (the “Earn Out Period”). During the Earn Out Period, the Registrant will
pay to InsureMe up to an additional $20 million cash in the aggregate, with
payments not exceeding $10.0 million in either calendar year in the Earn-Out
Period, if the EBITDA (as defined in the InsureMe Asset Purchase Agreement)
generated from the purchased assets meet certain targeted levels.
On
February 5, 2008, the Registrant issued a press release announcing the entry
into the transaction described above. A copy of the press release is filed
herewith as Exhibit 99.2 and incorporated herein by reference.
Section
2 - Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
February 5, 2008, the Registrant
closed
on
its purchase of assets under the InsureMe Asset Purchase Agreement. The assets
purchased by the Registrant
under
the
InsureMe Asset Purchase Agreement include substantially all of the assets of
InsureMe. The information set forth in Item 1.01 of this Form 8-K is
incorporated into this Item 2.01 by reference.
Item
2.02. Results
of Operations and Financial Condition.
On
February 5, 2008, the Registrant announced via press release the Registrant’s
financial results for the fourth quarter of 2007. A copy of the Registrant’s
press release is included herein as Exhibit 99.1 and incorporated herein by
reference.
The
information furnished under Item 2.02 of this Current Report, including the
Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth by specific reference in such
filing.
Section
7 - Regulation FD
Item
7.01 Regulation FD Disclosure.
On
February 5, 2008, the Registrant executed an Asset Purchase Agreement (the
“Fee
Disclosure Asset Purchase Agreement”) by and among the Registrant, Lower Fees,
Inc., a California corporation (“Lower Fees”), Mike Kratzer , and Mark
Zimmerman. Pursuant to the Fee Disclosure Asset Purchase Agreement, the
Registrant purchased substantially all of the assets of Lower Fees, which
operates an Internet marketing business that provides consumers and real estate
and mortgage professionals with various products and services regarding the
real
estate and mortgage industry and market.
Under
the
terms of, and subject to the conditions set forth in, the Fee Disclosure Asset
Purchase Agreement, the Registrant paid approximately $2.85 million in cash
to
Lower Fees. In addition, the Fee Disclosure Asset Purchase Agreement
provides for earn-out payments over a five-year period (the “Fee Disclosure
Earn-Out Payments”) based on a percentage of the “Core Net Revenue” (as that
term is defined in the Fee Disclosure Asset Purchase Agreement). Since the
Fee Disclosure Earn-Out Payments are based on future revenues, the
aggregate maximum Fee Disclosure Earn-Out Payments payable by the Registrant
to
Lower Fees is not determinable at this time.
On
February 5, 2008, the Registrant issued a press release announcing the entry
into the transactions described above. A copy of the press release is filed
herewith as Exhibit 99.2 and incorporated herein by reference.
The
information furnished under Item 7.01 of this Current Report shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference in
such filing.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial
Statements and Exhibits.
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(a)
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Financial
statements of business acquired.
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The
financial information required by this item will be filed in an amendment
to this report as soon as practicable but not later than 71 days
after the
date on which this report must be filed.
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(b)
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Pro
forma financial information.
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The
pro forma financial information required by this item will be filed
in an
amendment to this report as soon as practicable but not later than
71 days
after the date on which this report must be filed.
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(c)
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Shell
company transactions.
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Not
applicable.
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(d)
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Exhibits.
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99.1
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Text
of press release of Bankrate, Inc. regarding financial results for
the
fiscal year ended December 31, 2007, dated February 5,
2008.
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99.2
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Text
of press release of Bankrate, Inc. regarding the acquisitions of
assets of
InsureMe, Inc. and Lower Fees, Inc., dated February 5,
2008.
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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.
| BANKRATE, INC. | ||
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| Date: February 05, 2008 | By: | /s/ Edward J. DiMaria |
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Edward J. DiMaria |
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Senior Vice President and
Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Text
of press release of Bankrate, Inc. regarding financial results for
the
fiscal year ended December 31, 2007, dated February 5,
2008.
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99.2
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Text
of press release of Bankrate, Inc. regarding the acquisitions of
assets of
InsureMe, Inc. and Lower Fees, Inc., dated February 5,
2008.
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