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):
March 24, 2006
(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
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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11760
U.S. Highway One
Suite
500
North
Palm Beach, Florida
(Address
of principal executive offices)
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33408
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
8 - Other Events
Item
8.01 Other Events.
On
March
24, 2006, Bankrate, Inc. (the “Company”) announced via press release that the
Company filed a shelf registration statement with the Securities and Exchange
Commission covering the offer and sale of up to $115,000,000 of its common
stock. The shares will be sold at various times and prices by the Company,
certain selling shareholders or a combination of both.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
(1)
None.
(b)
Pro
forma financial information.
(1)
None.
(c)
Exhibits.
99.1
Text
of press release of Bankrate, Inc. dated March 24, 2006.
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: March 29, 2006 | by: | /s/ Robert J. DeFranco |
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Robert
J. DeFranco
Senior
Vice President
Chief
Financial Officer
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