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):
April 3, 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
(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
1.01 Entry into a Material Definitive Agreement.
The
information included under Item 5.02 below is incorporated herein by
reference.
Section
5 - Corporate Governance and Management
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
On
April
3, 2006, Bankrate, Inc. (the “Company”) appointed Edward J. DiMaria as Senior
Vice President and Chief Financial Officer. Robert J. DeFranco, the Company’s
previous Chief Financial Officer, has been appointed Senior Vice President
of
Finance. Mr. DeFranco has recently returned to the Company from medical leave.
The
Company issued a press release on April 3, 2006 announcing these
appointments, which is being furnished as Exhibit 99.1.
Mr.
DiMaria, 40, has served as a consultant to the Company since February 9th of
this year assisting the Company with its finance and accounting functions in
Mr.
DeFranco’s absence. Immediately prior to joining the Company as a consultant,
Mr. DiMaria was an independent consultant for various clients and numerous
matters, including private equity, mergers and acquisitions, and other corporate
finance matters. From
August 2000 to August 2002, he
was
Chief Financial Officer of Official Payments Corporation. From August 1994
to
August 2000, Mr. DiMaria was employed by Best Friends Pet Care, Inc., where
his
final position was Executive Vice President and Chief Financial Officer. Mr.
DiMaria has a broad mergers
and acquisitions
and
project management background, consulting with companies such as Jostens
Intermediate Holdings, Inc., as well as Financial Interactive, Inc., Navisite,
Inc., and CorVu Corporation. Mr. DiMaria has also held finance and accounting
positions with Business Express, Inc., Advanced Network & Services, Inc. and
KPMG Peat Marwick LLP.
In
connection with Mr. DiMaria’s appointment as Chief Financial Officer, the
Company entered into an employment agreement with Mr. DiMaria (the “Employment
Agreement”) on April 3, 2006. Under the terms of the Employment Agreement, Mr.
DiMaria is entitled to receive an annual base salary of $220,000, which may
be
increased annually, and an annual bonus contingent on achieving certain
performance criteria. Mr. DiMaria’s annual bonus target award for 2006 is
$125,000. Under the terms of the Employment Agreement, Mr. DiMaria agrees to
assign to the Company all of his copyrights, trade secrets and patent rights
that relate to the business of the Company. Additionally, during the term of
his
employment and for a period of one year thereafter, Mr. DiMaria agrees not
to
compete with the Company and not to recruit any of the Company’s employees. Upon
Mr. DiMaria’s termination of employment for certain reasons (e.g., without cause
or in the Company’s sole discretion upon thirty days notice), the Company agrees
to pay a separation payment equal to 12 months’ base salary at the then-current
rate payable in three equal installments; one-third payable 15 days after the
termination date; one-third payable six months after the termination date;
and
one-third payable 12 months after the termination date. Mr. DiMaria was also
granted options to purchase 150,000 shares of the Company’s common stock,
subject to the Company’s Board of Directors’ approval. The options will vest in
accordance with the Company’s 1999 Equity Compensation Plan.
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 businesses
acquired.
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(1)
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None.
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(b)
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Pro
forma financial information.
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(1)
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None.
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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. dated April 3,
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: April 7, 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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