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):
October 3, 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
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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)
¨ 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))
The
Board
of Directors of Bankrate, Inc. (the “Registrant”) amended Article VIII of the
Registrant’s Bylaws (the “Bylaws”), effective as of October 3,
2007, pursuant to Nasdaq Rule 4350(l), to allow for the issuance of
uncertificated shares. By being able to issue uncertificated shares, the
Registrant may now participate in the Direct Registration System, which is
currently administered by The Depository Trust Company. The Direct Registration
System allows investors to have securities registered in their names without
the
issuance of physical certificates and allows investors to electronically
transfer securities to broker-dealers in order to effect transactions without
the risks and delays associated with transferring certificates.
The
full
text of the Bylaws, as amended, is filed as Exhibit 3.1 to this Current Report,
and amended Article VIII thereof is incorporated herein by reference.
Item
9.01.
Financial Statements and Exhibits.
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(d)
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Exhibits.
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3.1
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Bylaws,
as amended.
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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.
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BANKRATE,
INC.
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Date:
October 4, 2007
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By:
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/s/ EDWARD J. DIMARIA | |
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Edward
J. DiMaria
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Senior
Vice President and Chief Financial Officer
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