SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
AMENDMENT
NO. 1 TO 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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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))
Item
9.01 Financial Statements and Exhibits.
On
November 30, 2005, Bankrate, Inc. (the “Company”) completed the acquisition of
Wescoco LLC, a Delaware limited liability company d/b/a “FastFind” (“FastFind”)
for $10 million in cash, subject to final Closing Date Net Working Capital
adjustments under section 3.03 of the Agreement and Plan of Merger dated
November 20, 2005. The Company paid $7 million in cash to the FastFind members
and $3 million was placed in escrow to satisfy certain indemnification
obligations of the FastFind members.
On
December 1, 2005, the Company 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”), for $30 million in cash,
subject
to final Closing Date Equity adjustments under section 3.03 of the Agreement
and
Plan of Merger dated November 20, 2005.
The
Company paid $26 million on December 8, 2005, $1 million on January 5, 2006,
and
$3 million was placed in escrow to satisfy certain indemnification obligations
of MMIS’s shareholder.
The
acquisitions of FastFind and MMIS collectively are herein referred to as the
“Acquisitions.”
The
Company has filed this report to provide the required historical audited and
unaudited financial statements specified below in section (a) of FastFind and
MMIS under Rule 3.05(b) of Regulation S-X and the required historical unaudited
pro forma condensed combined financial statements specified below in section
(b)
under Rules 11-01 and 11-02 of Regulation S-X. The unaudited pro forma condensed
combined financial statements are based on the historical financial statements
of the Company, FastFind and MMIS, after giving effect to the
Acquisitions.
The
unaudited pro forma condensed combined balance sheet as of September 30, 2005
specified in section (b) is presented as if the Acquisitions had taken place
on
September 30, 2005. The unaudited pro forma condensed combined statement of
operations for the nine months ended September 30, 2005 is presented as if
the
Acquisitions occurred on January 1, 2005. The unaudited pro forma condensed
combined statement of operations for the year ended December 31, 2004 is
presented as if the Acquisitions occurred on January 1, 2004.
The
preliminary allocation of the purchase price used to prepare the unaudited
condensed combined financial statements is based on preliminary estimates.
The
final allocation of the purchase price will be based on the actual intangible
and tangible assets that existed at the respective acquisition
dates.
For
more
information about the FastFind and MMIS acquisitions, see the Company’s Current
Report on Form 8-K filed with the SEC on December 6, 2005, which is hereby
amended.
(a)
Financial
Statements of Businesses Acquired.
The
following audited and unaudited financial statements of FastFind are furnished
as Exhibit 99.1 and are incorporated herein by reference:
| (i) |
Independent
Auditor’s Report
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| (ii) |
Balance
Sheet at December 31, 2004
(Audited)
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| (iii) |
Statement
of Operations from the Date of Inception February 10, 2004 Through
December 31, 2004 (Audited)
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| (iv) |
Statement
of Members’ Deficit from the Date of Inception February 10, 2004 Through
December 31, 2004 (Audited)
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| (v) |
Statement
of Cash Flows from Date of Inception February 10, 2004 Through December
31, 2004 (Audited)
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| (vi) |
Notes
to Financial Statement (December 31,
2004)
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| (vii) |
Unaudited
Condensed Balance Sheet at December 31, 2004 and September 30,
2005
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| (viii) |
Unaudited
Condensed Statement Of Operations from Date of Inception, February
10,
2004, Through September 30, 2004 and Nine Months Ended September
30,
2005
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| (ix) |
Unaudited
Condensed Statement Of Members’ Deficit for the Nine Months Ended
September 30, 2005
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| (x) |
Unaudited
Statement of Members’ Deficit from Date of Inception, February 10, 2004,
Through December 31, 2004
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| (xi) |
Unaudited
Condensed Statement of Cash Flows from Date of Inception, February
10,
2004, Through September 30, 2004 and Nine Months Ended September
30,
2005
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| (xii) |
Notes
to Unaudited Financial Statements (September 30,
2005)
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The
following audited financial statements of MMIS are furnished as Exhibit 99.2
and
are incorporated herein by reference:
| (i) |
Independent
Auditor's Report
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| (ii) |
Combined
Balance Sheet at December 31, 2004
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| (iii) |
Combined
Statement of Income for the Year Ended December 31,
2004
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| (iv) |
Combined
Statement of Changes in Stockholder’s Equity (Deficiency) for the Year
Ended December 31, 2004
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| (v) |
Combined
Statement of Cash Flows for the Year Ended December 31,
2004
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| (vi) |
Notes
to Combined Financial Statements (December 31,
2004)
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| (vii) |
Independent
Auditor's Report
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| (viii) |
Combined
Balance Sheet at September 30, 2005
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| (ix) |
Combined
Statement of Income for the Nine Months Ended September 30,
2005
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| (x) |
Combined
Statement of Changes in Stockholder’s Equity (Deficiency) for the Nine
Months Ended September 30, 2005
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| (xi) |
Combined
Statement of Cash Flows for the Nine Months Ended September 30,
2005
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| (xii) |
Notes
to Combined Financial Statements (September 30,
2005)
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(b)
Pro
Forma Financial Information.
The
following unaudited pro forma financial statements are furnished as Exhibit
99.3
and are incorporated herein by reference:
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(i)
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Unaudited
Pro Forma Condensed Combined Balance Sheet at September 30,
2005
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(ii)
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Unaudited
Pro Forma Condensed Combined Statement of Operations for the Nine
Months
Ended September 30, 2005
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(iii)
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Unaudited
Pro Forma Condensed Combined Statement of Operations for the Year
Ended
December 31, 2004
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(iv)
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Notes
to the Unaudited Pro Forma Condensed Combined Financial
Statements
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(d)
Exhibits.
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Exhibit
No.
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Description | ||||
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23.1
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Consent of Moss Adams LLP | ||||
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23.2
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Consents of Virchow, Krause & Company, LLP | ||||
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99.1
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Audited and Unaudited Financial Statements of FastFind | ||||
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(i)
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Independent Auditor’s Report | ||||
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(ii)
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Balance Sheet at December 31, 2004 (Audited) | |||
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(iii)
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Statement of Operations from the Date of Inception February 10, 2004 Through December 31, 2004 (Audited) | ||||
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(iv)
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Statement of Members’ Deficit from the Date of Inception February 10, 2004 Through December 31, 2004 (Audited) | ||||
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(v)
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Statement of Cash Flows from Date of Inception February 10, 2004 Through December 31, 2004 (Audited) | ||||
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(vi)
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Notes to Financial Statement (December 31, 2004) | ||||
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(vii)
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Unaudited Condensed Balance Sheet at December 31, 2004 and September 30, 2005 | ||||
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(viii)
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Unaudited Condensed Statement Of Operations from Date of Inception, February 10, 2004, Through September 30, 2004 and Nine Months Ended September 30, 2005 | ||||
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(ix)
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Unaudited Condensed Statement Of Members’ Deficit for the Nine Months Ended September 30, 2005 | ||||
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(x)
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Unaudited Statement of Members’ Deficit from Date of Inception, February 10, 2004, Through December 31, 2004 | ||||
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(xi)
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Unaudited Condensed Statement of Cash Flows from Date of Inception, February 10, 2004, Through September 30, 2004 and Nine Months Ended September 30, 2005 | ||||
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(xii)
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Notes to Unaudited Financial Statements (September 30, 2005) | ||||
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99.2
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Audited Financial Statements of MMIS | ||||
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(i)
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Independent Auditor's Report | ||||
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(ii)
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Combined Balance Sheet at December 31, 2004 | ||||
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(iii)
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Combined Statement of Income for the Year Ended December 31, 2004 | ||||
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(iv)
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Combined Statement of Changes in Stockholder’s Equity (Deficiency) for the Year Ended December 31, 2004 | ||||
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(v)
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Combined Statement of Cash Flows for the Year Ended December 31, 2004 | ||||
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(vi)
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Notes to Combined Financial Statements (December 31, 2004) | ||||
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(vii)
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Independent Auditor's Report | ||||
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(viii)
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Combined Balance Sheet at September 30, 2005 | ||||
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(ix)
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Combined Statement of Income for the Nine Months Ended September 30, 2005 | ||||
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(x)
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Combined Statement of Changes in Stockholder’s Equity (Deficiency) for the Nine Months Ended September 30, 2005 | ||||
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(xi)
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Combined Statement of Cash Flows for the Nine Months Ended September 30, 2005 | ||||
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(xii)
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Notes to Combined Financial Statements (September 30, 2005) | ||||
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99.3
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(i)
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Unaudited
Pro Forma Condensed Combined Balance Sheet at September 30,
2005
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(ii)
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Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended September 30, 2005 | |||
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(iii)
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Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2004 | |||
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(iv)
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Notes to the Unaudited Pro Forma Condensed Combined Financial Statements |
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.
| COMPANY NAME CORPORATION | ||
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| Date: February 13, 2006 | By: | /s/ G. Cotter Cunningham |
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G. Cotter Cunningham |
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Senior
Vice President
Chief Operating
Officer
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