8-K 1 v089484_8k.htm
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)
 
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
 
 
 
33408
(Address of principal executive offices)
(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:
 
¨ 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.
 
(d)  
Exhibits.
 
3.1
Bylaws, as amended.
 
 
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: October 4, 2007
  
By:
 /s/ EDWARD J. DIMARIA
     
Edward J. DiMaria
     
Senior Vice President and Chief Financial Officer