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):
December 5, 2007
(Exact
name of registrant as specified in its charter)
(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 of Incorporation)
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(Commission
File Number)
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(IRS
Employer 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)
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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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On
December 7, 2007, Nationwide Card Services, Inc., a Tennessee corporation
(“NCS”), which operates a full-services Internet marketing business that
provides various products and services to the financial services industry,
including, but not limited to, credit card lead generation processing (the
“NCS
Business”), sold substantially all of the assets of the NCS Business to
Bankrate, Inc. (the “Registrant”), pursuant to an Asset Purchase Agreement,
effective as of November 30, 2007, (the “NCS Asset Purchase Agreement”) by and
among the Registrant, NCS and Ronnie H. Fowler, Scott A. Langdon, Robert
E.
Langdon, Dixon G. Schafer, and James Rumptz (collectively, the “Shareholders”
who collectively own 100% of the common stock of NCS).
Under
the
terms of and subject to the conditions set forth in the NCS Asset Purchase
Agreement, the Registrant paid approximately $26.4 million in cash to NCS.
Within 45 days, the Registrant will make an additional payment of not more
than
$1.2 million to NCS based on certain net assets of NCS, as defined in the
NCS
Asset Purchase Agreement, consisting principally of accounts receivable and
accounts payable. For any accounts receivable purchased by the Registrant
and
not collected within 150 days from December 7, 2007, Registrant has the option
to seek a refund from the Shareholders and / or charge against the transaction
escrow.
In
addition, the NCS 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
NCS up to an additional $7 million cash in the aggregate, with payments not
exceeding $3.5 million in either calendar year in the Earn-Out Period, if
certain financial performance metrics of the NCS Business (as defined in
the NCS
Asset Purchase Agreement) meet certain targeted levels.
Section
2 - Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
December 7, 2007, the Registrant
closed
on
its purchase of assets under the NCS Asset Purchase Agreement. The assets
purchased by the Registrant
under
the
NCS Asset Purchase Agreement include substantially all of the assets of the
NCS
Business. The information set forth in Item 1.01 of this Form 8-K is
incorporated into this Item 2.01 by reference.
Section
7 - Regulation FD
Item
7.01 Regulation FD Disclosure.
On
December 5, 2007, the Registrant executed an Asset Purchase Agreement (the
“SFC
Asset Purchase Agreement”) by and among the Registrant, savingsforcollege.com,
LLC, a New York limited liability company (“SFC”), SFC Educational Services,
LLC, a New York limited liability company (the “Subsidiary”), and Joseph F.
Hurley, the sole member of SFC (the “Member”). Pursuant to the SFC Asset
Purchase Agreement, SFC and the Subsidiary, which operate a business that
creates and delivers through the Internet and various other distribution
channels, including conferences, consulting services and publications,
information, products and services regarding saving and paying for education
(the “SFC Business”), sold substantially all of the assets of the SFC Business
to the Registrant.
Under
the
terms of, and subject to the conditions set forth in, the SFC Asset Purchase
Agreement, the Registrant paid approximately $2.25 million in cash to SFC.
In
addition, the SFC Asset Purchase Agreement provides for earn-out payments
over a
three-year period (the “Earn-Out Payments”). The aggregate maximum Earn-Out
Payments payable by the Registrant to SFC will be $2.0 million.
On
December 10, 2007, the Registrant issued a press release announcing the entry
into the transactions described above. The press release issued to the public
included an error, incorrectly stating that the SFC Asset Purchase Agreement
contained an aggregate $2 million earn out over two-years rather than an
aggregate $2 million earn out over three-years. Attached to this report is
the
corrected press release containing the corrected information regarding
the earn-out period. A copy of the press release is filed herewith as Exhibit
99.1 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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Not
applicable.
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(b)
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Pro
forma financial information.
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Not
applicable.
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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
Corrected Press Release, dated December 10,
2007.
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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: December 11, 2007 | By: | /s/ Edward J. DiMaria |
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Edward
J. DiMaria
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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Corrected
Press Release, dated December 10,
2007.
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