8-K

UNITED STATES

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): November 21, 2005

(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 500 North Palm Beach, Florida (Address of principal executive offices)		33408 (Zip Code)

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 (see general Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry Into a Material Definitive Agreement.

Wescoco LLC d/b/a FastFind

On November 21, 2005, Bankrate, Inc. (the “Company”) announced the execution of an Agreement and Plan of Reorganization (the “Agreement”) by and among the Company, FastFind, LLC, a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger Sub”), and Wescoco LLC, a Delaware limited liability company d/b/a “FastFind” (“FastFind”). Pursuant to the Agreement, the Merger Sub will be merged with and into FastFind, with FastFind surviving as a wholly-owned subsidiary of the Company. The transaction is expected to close on or before November 30, 2005.

Under the terms of and subject to the conditions set forth in the Agreement, the Company will pay $10 million in cash, subject to post-closing adjustments, to the members of Wescoco LLC, with $3 million of that amount to be placed in escrow to satisfy certain indemnification obligations of the FastFind members.

In connection with the Agreement, the surviving entity (FastFind) entered into executive agreements with T. Sean McCarthy and Eric K. King, former majority members of Wescoco LLC which, among other things, impose certain obligations to maintain the confidentiality of non-public information and to refrain from certain activities in competition with FastFind. The executive agreements become effective on the closing date of the Agreement.

On November 21, 2005, the Company issued a press release announcing the entry into the transaction described above. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Mortgage Market Information Services, Inc./Interest.com

On November 21, 2005, the Company announced the execution of an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Sub 1, an Illinois corporation and wholly-owned subsidiary of the Company (“Sub 1”); Sub 2, an Illinois corporation and wholly-owned subsidiary of the Company (“Sub 2” and collectively with Sub 1, the “Subs”); 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”); Scarlett Enterprises, Ltd., an Illinois corporation (the “Shareholder” and 100% owner of MMIS); and James R. De Both (“De Both” and 100% owner of the Shareholder). Pursuant to the Merger Agreement, Sub 1 will merge with and into Mortgage Market Information Services, Inc., and Sub 2 will merge with and into Interest.com, with each of Mortgage Market Information Services, Inc. and Interest.com surviving as wholly-owned subsidiaries of the Company.

Under the terms of and subject to the conditions set forth in the Merger Agreement, the Company will pay the Shareholder $30 million in cash, subject to post-closing adjustments, with $26 million of that amount payable seven days after the closing date; $3 million of that amount to be placed in escrow seven days after the closing date to satisfy certain indemnification obligations of the Shareholder; and the balance of  approximately $1 million (which includes nominal interest) payable to the Shareholder on January 5, 2006.

If the Company or either of the Subs are in default, or are unable or unwilling to close once all other parties have satisfied their pre-conditions to closing, then MMIS and the Shareholder shall have the right to terminate the Merger Agreement and, subject to the Company's and the Subs' right to cure, the Company and the Subs would be required to pay to the Shareholder a break-up fee of $500,000 and reimburse certain of MMIS's and the Shareholder's expenses.

In connection with the Merger Agreement, the Company and the Subs entered into a non-competition, non-solicitation and confidentiality agreement with De Both and the Shareholder which, among other things, imposes certain obligations to maintain the confidentiality of non-public information and to refrain from certain activities in competition with MMIS.

On November 21, 2005, the Company issued a press release announcing the entry into the transactions described above. A copy of the press release is filed herewith as Exhibit 99.2 and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

99.1 Text of press release of Bankrate, Inc. dated November 21, 2005 announcing the execution of a definitive agreement to acquire a 100% interest in Wescoco LLC d/b/a/ FastFind.

99.2 Text of press release of Bankrate, Inc. dated November 21, 2005 announcing the execution of a definitive agreement to acquire a 100% interest in MMIS/Interest.com.

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: November 23, 2005	By:	/s/ Robert J. DeFranco
		Robert J. DeFranco   Senior Vice President Chief Financial Officer

EXHIBIT INDEX

Exhibit

99.1   Text of press release of Bankrate, Inc. dated November 21, 2005 announcing the execution of a definitive agreement to acquire a 100% interest in Wescoco LLC d/b/a/ FastFind.

99.2   Text of press release of Bankrate, Inc. dated November 21, 2005 announcing the execution of a definitive agreement to acquire a 100% interest in MMIS/Interest.com.

EX-99.1

Exhibit 99.1

www.bankrate.com

FOR IMMEDIATE RELEASE

BANKRATE, INC. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE FASTFIND

Move To Establish Financial Lead-Aggregation Business In 2006

Conference Call Scheduled for November 21, 2005 at 2:00 PM ET

NEW YORK, NY - November 21, 2005- Bankrate, Inc. (NASDAQ: RATE), today announced the execution of a definitive agreement to acquire a 100% interest in Wescoco LLC d/b/a FastFind. FastFind, an Internet lead aggregator based in San Francisco, California, is in the business of generating and selling consumer leads to lenders for mortgages, home-equity loans, auto financing and online education. The purchase price is $10 million in cash and the transaction is expected to close on or about November 30, 2005. Bankrate expects the acquisition to be accretive in 2006.

“This acquisition rapidly propels Bankrate into the lead aggregation sector and will add a new revenue stream to our business,” said Thomas R. Evans, President and CEO of Bankrate, Inc. “We intend to leverage our consumer Internet traffic to enhance the FastFind lead generating platform,” Mr. Evans added.

“The online mortgage industry represents an enormous, emerging and addressable market,” commented Mr. Evans. According to a recent Borrell Associates research report, the mortgage industry will spend $2.5 billion in online advertising in 2005. The Borrell analysts expect that figure to more than double to $5.2 billion by 2009. “We believe we are strategically positioned to take advantage of the shift of spending from traditional outlets to the Internet,” Mr. Evans added.

In a separate press release, Bankrate announced today that it is also acquiring MMIS/Interest.com, a financial information provider based in suburban Chicago. Bankrate expects both purchases to be accretive in 2006 and for both to close on or about November 30. Bankrate management will hold a conference call later today at 2:00 pm Eastern Standard Time to discuss both acquisitions.

- more -

New 2006 Guidance

In conjunction with both the FastFind and MMIS/Interest.com acquisitions, Bankrate has issued 2006 financial guidance. Assuming both transactions close in 2005, the Company expects 2006 revenue to be in the range of $78 to $79 million, and expects pre-tax income to be in the range of $22 to $23 million. Pre-tax earnings per share for 2006 is expected to be between $1.22 and $1.27 on a fully diluted basis. The income and EPS guidance includes the amortization of the intangible assets associated with the two transactions and excludes non-cash stock compensation expense.

November 21, 2005 at 2:00 PM Eastern Time Conference Call Interactive Dial-In and Webcast Information:

Bankrate will hold a conference call on November 21, 2005 at 2:00 pm Eastern Time to discuss the FastFind and MMIS/Interest.com acquisitions. The call will be led by Bankrate’s President and Chief Executive Officer, Thomas R. Evans.

To participate in the teleconference please call: (800) 510-9836 passcode: 60052412.International callers should dial (617) 614-3670 passcode: 60052412. Please access at least 10 minutes prior to the time the conference is set to begin.

This call is being Webcast by Thomson/CCBN and can be accessed at Bankrate’s Web site at www.bankrate.com/investor-relations. The Webcast is also being distributed over Thomson/CCBN’s Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through Thomson/CCBN’s individual investor center at www.fulldisclosure.com or by visiting any of the investor sites in Thomson/CCBN’s Individual Investor Network. Institutional investors can access the call via Thomson/CCBN’s password-protected event management site, StreetEvents (www.streetevents.com).

Conference Call Replay Information:

A replay of the conference call will be available beginning November 21, 2005, 4:00 pm ET/ 1:00 pm PT through November 28, 2005. To listen to the replay, call (888)-286-8010 and use the passcode: 70548536. International callers should dial (617)-801-6888 and enter the passcode: 70548536.

- more -

About Bankrate, Inc.

Bankrate, Inc. (Nasdaq:RATE) owns and operates Bankrate.com, a leading Internet consumer banking marketplace. Bankrate.com is a destination site of personal finance channels, including banking, investing, taxes, debt management and college finance. It is the leading aggregator of more than 300 financial products, including mortgages, credit cards, new and used auto loans, money market accounts and CDs, checking and ATM fees, home equity loans and online banking fees. Bankrate.com reviews more than 4,800 financial institutions in 575 markets in 50 states. In 2004, Bankrate.com had over 38 million unique visitors. Bankrate.com provides financial applications and information to a network of more than 75 partners, including Yahoo! (Nasdaq: YHOO), America Online (NYSE: TWX), The Wall Street Journal (NYSE: DJ) and The New York Times (NYSE: NYT). Bankrate.com's information is also distributed through more than 150 national and state publications.

About FastFind

Fastfind is a fast, free and easy online service that matches consumers looking for a financial or education product with businesses that want to sell their goods or services. After completing a short questionnaire on the FastFind Web site, consumers are connected to marketers who pay FastFind to provide them with quality leads to fuel their business. FastFind was founded in 2004 by Sean McCarthy, FastFind’s CEO, who was previously President of the lead aggregation company GetSmart.com, Eric King, FastFind’s President and CFO, who was previously an executive in the corporate development department of Providian Financial Corp. and Camelot Ventures, a Michigan-based private investment group.

Certain matters included in the discussion above may be considered to be "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team. Such forward-looking statements include, without limitation, statements made with respect to future revenue, revenue growth, market acceptance of our products, and profitability. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include the following: our success depends on Internet advertising revenue, interest rate volatility, establishing and maintaining distribution arrangements, and increased acceptance of the Internet by consumers as a medium for obtaining financial product information; we use barter transactions which do not generate cash; our markets are highly competitive; our Web site may encounter technical problems and service interruptions; we rely on the protection of our intellectual property; we may face liability for information on our Web site; future government regulation of the Internet is uncertain and subject to change; we may be limited or restricted in the way we establish and maintain our online relationships by laws generally applicable to our business; our ownership is heavily concentrated; our success may depend on management and key employees; we may encounter difficulties with future acquisitions; our results of operations may fluctuate significantly; our stock price may be particularly volatile because of the industry we are in; and, if our common stock price drops significantly, we may be delisted from the Nasdaq National Market, which could eliminate the trading market for our common stock. These and additional important factors to be considered are set forth under "Item 1. Business - Risk Factors,'' "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations'' and in the other sections of our Annual Report on Form 10-K for the year ended December 31, 2004, and in our other filings with the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations.

###

For more information contact:

Bruce J. Zanca

Senior Vice President

Chief Communications/Marketing Officer

bzanca@bankrate.com

(917) 368-8648

EX-99.2

Exhibit 99.2

www.bankrate.com

FOR IMMEDIATE RELEASE

BANKRATE, INC. ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE MMIS/INTEREST.COM

Company Issues 2006 Financial Guidance

Conference Call Scheduled for November 21, 2005 at 2:00 PM ET

NEW YORK, NY - November 21, 2005- Bankrate, Inc. (NASDAQ: RATE), today announced the execution of a definitive agreement to acquire a 100% interest in MMIS/Interest.com. MMIS publishes mortgage guides in over 300 newspapers and operates Interest.com, a Web site which publishes financial rates and information connecting consumers with lenders. The purchase price is $30 million in cash and the transaction is expected to close on or about November 30, 2005. Bankrate expects the purchase to be accretive in 2006.

“By acquiring MMIS/Interest.com we will be increasing our graphic advertising inventory, broadening our cost-per-click platform, increasing our lead aggregation potential and tripling our newspaper footprint,” said Thomas R. Evans, President and CEO of Bankrate, Inc. “We believe it will be a great complement to our business and fits perfectly into our strategic objectives,” Mr. Evans added.

MMIS sells advertising and publishes consumer mortgage tables and guides in some of the top newspapers in the country, including: The Chicago Tribune, The Chicago Sun Times, The Los Angeles Times, The Miami Herald, The Orlando Sentinel, The Indianapolis Star and The Dallas Morning News. In addition, the company sells advertising and hyperlinks on its Web site, Interest.com.

In a separate press release, Bankrate announced it is also acquiring FastFind, an Internet lead aggregator based in San Francisco, California. Bankrate expects both purchases to be accretive in 2006 and for both to close on or about November 30. Bankrate management will hold a conference call later today at 2:00 pm Eastern Standard Time to discuss both acquisitions.

New 2006 Guidance

In conjunction with both the Fastfind and MMIS/Interest.com acquisitions, Bankrate has issued 2006 financial guidance. Assuming both transactions close in 2005, the Company expects 2006 revenue to be in the range of $78 to $79 million, and expects pre-tax income to be in the range of $22 to $23 million. Pre-tax earnings per share for 2006 is expected to be between $1.22 and $1.27 on a fully diluted basis. The pre-tax income and EPS guidance includes the amortization of the intangible assets associated with the two transactions and excludes non-cash stock compensation expense.

- more -

November 21, 2005 at 2:00 PM Eastern Time Conference Call Interactive Dial-In and Webcast Information:

Bankrate will hold a conference call on November 21, 2005 at 2:00 pm Eastern Time to discuss the FastFind and MMIS/Interest.com acquisitions. The call will be led by Bankrate’s President and Chief Executive Officer, Thomas R. Evans.

To participate in the teleconference please call: (800) 510-9836 passcode: 60052412.International callers should dial (617) 614-3670 passcode: 60052412. Please access at least 10 minutes prior to the time the conference is set to begin.

This call is being Webcast by Thomson/CCBN and can be accessed at Bankrate’s Web site at www.bankrate.com/investor-relations. The Webcast is also being distributed over Thomson/CCBN’s Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through Thomson/CCBN’s individual investor center at www.fulldisclosure.com or by visiting any of the investor sites in Thomson/CCBN’s Individual Investor Network. Institutional investors can access the call via Thomson/CCBN’s password-protected event management site, StreetEvents (www.streetevents.com).

Conference Call Replay Information:

A replay of the conference call will be available beginning November 21, 2005, 4:00 pm ET/ 1:00 pm PT through November 28, 2005. To listen to the replay, call (888)-286-8010 and use the passcode: 70548536. International callers should dial (617)-801-6888 and enter the passcode: 70548536.

About Bankrate, Inc.

Bankrate, Inc. (Nasdaq:RATE) owns and operates Bankrate.com, a leading Internet consumer banking marketplace. Bankrate.com is a destination site of personal finance channels, including banking, investing, taxes, debt management and college finance. It is the leading aggregator of more than 300 financial products, including mortgages, credit cards, new and used auto loans, money market accounts and CDs, checking and ATM fees, home equity loans and online banking fees. Bankrate.com reviews more than 4,800 financial institutions in 575 markets in 50 states. In 2004, Bankrate.com had over 38 million unique visitors. Bankrate.com provides financial applications and information to a network of more than 75 partners, including Yahoo! (Nasdaq: YHOO), America Online (NYSE: TWX), The Wall Street Journal (NYSE: DJ) and The New York Times (NYSE: NYT). Bankrate.com's information is also distributed through more than 150 national and state publications.

- more -

About MMIS/Interest.com

MMIS is the parent company of Interest.com, an Internet finance marketplace educating and connecting consumers to quality lenders. Since its inception in 1987, MMIS has provided newspapers nationwide with mortgage features, editorial content and mortgage tools to educate and inform consumers. Now, more than 300 newspaper publications and 65 partner mortgage centers - including many of the nation’s top 10 newspapers - rely on MMIS and Interest.com as the source and publisher of financial rates and information.

Certain matters included in the discussion above may be considered to be "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team. Such forward-looking statements include, without limitation, statements made with respect to future revenue, revenue growth, market acceptance of our products, and profitability. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include the following: our success depends on Internet advertising revenue, interest rate volatility, establishing and maintaining distribution arrangements, and increased acceptance of the Internet by consumers as a medium for obtaining financial product information; we use barter transactions which do not generate cash; our markets are highly competitive; our Web site may encounter technical problems and service interruptions; we rely on the protection of our intellectual property; we may face liability for information on our Web site; future government regulation of the Internet is uncertain and subject to change; we may be limited or restricted in the way we establish and maintain our online relationships by laws generally applicable to our business; our ownership is heavily concentrated; our success may depend on management and key employees; we may encounter difficulties with future acquisitions; our results of operations may fluctuate significantly; our stock price may be particularly volatile because of the industry we are in; and, if our common stock price drops significantly, we may be delisted from the Nasdaq National Market, which could eliminate the trading market for our common stock. These and additional important factors to be considered are set forth under "Item 1. Business - Risk Factors,'' "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations'' and in the other sections of our Annual Report on Form 10-K for the year ended December 31, 2004, and in our other filings with the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations.

###

For more information contact:

Bruce J. Zanca

Senior Vice President

Chief Communications/Marketing Officer

bzanca@bankrate.com

(917) 368-8648