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):
October 10, 2006
(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
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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
October 11, 2006 Bankrate, Inc. (the "Registrant" or "Bankrate") announced
that
it had reached a settlement with American Interbanc Mortgage, LLC ("American
Interbanc") to resolve all disputes between the Registrant and American
Interbanc arising out of or relating to the lawsuit fileding
in
November 2002 by American Interbanc in the Superior Court of California against
several of American Interbanc's competitors and Bankrate. The terms of the
settlement are set forth in the Confidential Final Settlement Agreement and
Mutual Release, dated October 10, 2006, by and among Bankrate and American
Interbanc (the "Settlement Agreement").
Pursuant
to the Settlement Agreement, Bankrate agreed to make a one-time $3.0 million
cash payment to American Interbanc and American Interbanc has agreed to a
dismissal of the lawsuit without prejudice and without costs. Each of the
parties is to bear its own attorney's fees and costs related to the lawsuit.
American
Interbanc and Bankrate have agreed to release each other from all claims arising
out of or related to the lawsuit. Bankrate
and American Interbanc have also agreed to certain terms and conditions that
permit American Interbanc to advertise on Bankrate.com. Pursuant
to its terms, the Settlement Agreement is not to be considered an admission
of
either party as to the merits of the lawsuit or any claim or defense asserted
in
the lawsuit. During the third quarter of 2006, Bankrate incurred legal expense
of $675,000 to settle the case and will also record a $3.0 million charge to
recognize the settlement.
Item
7.01. Regulation
FD Disclosure.
On
October 11, 2006 Bankrate issued a press release announcing that
it
has reached a settlement with American Interbanc, LLC to resolve all matters
related to the lawsuit filed by American Interbanc against Bankrate in November
2002. A copy of that press release is attached to this Form 8-K as Exhibit
99.1.
The
information furnished under 7.01 of this Current Report, including the Exhibit
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.
Item
9.01.
Financial Statements and Exhibits.
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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 the settlement of the
lawsuit
filed against Bankrate, Inc. by American Interbanc Mortgage, LLC,
dated
October 11, 2006.
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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: October 11, 2006 | By: | /s/ Edward J. DiMaria |
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Edward
J. DiMaria
Senior
Vice President
Chief
Financial Officer
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