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 12, 2007
(Exact
name of registrant as specified in its charter)
|
Florida
|
0-25681
|
65-0423422
|
|
|
(State
or other Jurisdiction
|
(Commission
|
(IRS
Employer
|
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
|
|
11760
U.S. Highway One
Suite
200
North
Palm Beach, Florida
(Address
of principal executive offices)
|
33408
(Zip
Code)
|
||
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)
Previous principal independent accountant
In
its
April 2, 2007 Current Report on Form 8-K, Bankrate, Inc. (the "Company")
reported that
KPMG
LLP's (“KPMG”) engagement as the Company’s principal accountant would 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 (the "First Quarter
Review") and the filing by the Company of its Quarterly Report on Form 10-Q
for
the period ended March 31, 2007 (the "First Quarter 10-Q") with the Securities
and Exchange Commission.
On
April
12, 2007, the Company engaged Grant Thornton, LLP ("Grant Thornton") to act
as
the Company's principal accountant for the fiscal year ending December 31,
2007.
On
April
12, 2007, the Company notified KPMG of its decision to have Grant Thornton
complete the review of the Company’s interim financial statements as of March
31, 2007 and for the three-month period then ended. As such, the auditor-client
relationship with KPMG ceased on that date.
During
the years ended December 31, 2006 and 2005 and the subsequent interim period
through April 12, 2007, (i) there were no disagreements between the Company
and KPMG
on
any
matters 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 their opinions 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.
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
(b)
Engagement of new principal independent accountant
On
April
12, 2007, upon completing the request for proposal process, the Audit Committee
formally engaged Grant Thornton as the Company’s principal accountants
for
the
fiscal year ending December 31, 2007. Also on April 17, 2007 the Company
announced the selection of Grant Thornton by press release, a copy of which
is
attached hereto as Exhibit 99.1
During
the years
ended December 31, 2006 and 2005 and
the
subsequent interim period from January 1, 2007 through April 12, 2007,
neither the Company nor anyone acting on behalf of the Company, consulted with
Grant Thornton regarding (i)
the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on
the Company’s financial statements; or (ii) any matter that was either the
subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K
or
a “reportable event” described in Item 304(a)(1)(v) of Regulation
S-K.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
|
16.1
|
Letter
from KPMG LLP to the Securities and Exchange Commission dated April
17,
2007.
|
|
99.1
|
Text
of press release of Bankrate, Inc. dated April 17,
2007.
|
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. | ||
| Date: April 17, 2007 |
|
|
| By: | /s/ Edward J. DiMaria | |
|
Edward J. DiMaria |
||
|
Senior
Vice President
Chief
Financial Officer
|
||