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):
March 27, 2007
(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
(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 4.01 Changes
in Registrant’s Certifying Accountant.
(a)
Dismissal of previous principal independent accountant
On
January 30, 2007, the Audit Committee of the Board of Directors of Bankrate,
Inc. (“the Company”) determined to consider a change of its independent
accountants and directed management to undertake a request for proposal (RFP)
from independent registered public accounting firms to serve as the Company's
auditor for fiscal 2007. This RFP process was initiated by the Company on March
5, 2007. Seven large public accounting firms, including KPMG LLP (“KPMG”), were
asked to submit proposals.
On
March
27, 2007, KPMG notified the Audit Committee of the Board of Directors of
Bankrate, Inc. that KPMG would not be submitting a proposal pursuant to the
RFP
and declined to stand for re-election as principal accountants. Accordingly,
KPMG's engagement will cease upon completion of the review of the Company’s
interim financial statements as of March 31, 2007 and for the three-month period
then ended and the filing by the Company of its Form 10-Q for the period ended
March 31, 2007 with the Securities and Exchange Commission.
During
the years
ended December 31, 2006 and 2005 and
the
subsequent interim period through March
27,
2007
(i) there were no disagreements between the Company and KPMG
on
any
matter of accounting principles or practices, financial statement disclosure
or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of KPMG,
would
have caused KPMG
to
make
reference in connection with their opinion to the subject matter of the
disagreement, and (ii) there were no “reportable events” as that term is
defined in Item 304(a)(1)(v) of Regulation S-K with
respect to the Company.
The
Company received bids from six firms pursuant to the RFP and is in the process
of evaluating those proposals. The Company expects to complete that process
promptly and will file a Current Report on Form 8-K as soon as the Company
has
engaged a new principal independent accountant.
KPMG’s
audit
reports on the Company’s consolidated financial statements as of and for the
years ended December 31, 2006 and 2005 did not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except as follows:
KPMG’s
report on the consolidated financial statements of the Company as of and for
the
years ended December 31, 2006 and 2005, contained a separate paragraph stating
that “As
discussed in Note 2 to the consolidated financial statements, effective January
1, 2006, the Company changed its method of accounting for share-based
compensation by adopting Statement of Financial Accounting Standards No. 123
(R), Share-Based
Payment.”
The
audit
reports of KPMG on management’s assessment of the effectiveness of internal
control over financial reporting and the effectiveness of internal control
over
financial reporting as of December 31, 2006 and 2005 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles, except as
follows:
KPMG’s
report on management’s assessment of the effectiveness of internal control over
financial reporting and the effectiveness of internal control over financial
reporting as of December 31, 2005, contains an explanatory paragraph that states
that Bankrate, Inc. acquired Wescoco LLC, d/b/a FastFind and Mortgage Market
Information Services, Inc. and Interest.com on November 30, 2005 and December
1,
2005, respectively, and management excluded from its assessment of the
effectiveness of Bankrate, Inc.’s internal control over financial reporting as
of December 31, 2005, Wescoco LLC’s and Mortgage Market Information Services,
Inc. and Interest.com’s internal control over financial reporting associated
with total assets of $10,577,000 and $32,697,000 and total revenues of $166,000
and $1,271,000, respectively, included in the consolidated financial statements
of Bankrate, Inc. and subsidiaries as of and for the year ended December 31,
2005. KPMG’s audit of internal control over financial reporting of Bankrate,
Inc. also excluded an evaluation of the internal control over financial
reporting of Wescoco LLC, d/b/a FastFind and Mortgage Market Information
Services, Inc. and Interest.com.
The
Company provided
KPMG
with
a
copy of the foregoing statements and
requested that KPMG furnish the Company a letter addressed
to the Securities and Exchange Commission stating
whether or not KPMG agrees with the above statements. A copy of such letter
is
filed as Exhibit 16.1 to this Form 8-K.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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16.1
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Letter
from KPMG LLP to the Securities and Exchange Commission dated April
2,
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: April 2, 2007 | By: | /s/ Edward J. DiMaria |
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Edward J. DiMaria |
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Senior
Vice President
Chief
Financial Officer
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