UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
10-K/A
Amendment
No. 1
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT
OF 1934
For
The Fiscal Year Ended December 31, 2005
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE
ACT OF 1934
Commission
File No. 0-25681
(exact
name of registrant specified in its charter)
|
Florida
|
65-0423422
|
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification
No.)
|
11760
U.S. Highway One, Suite 500
North
Palm Beach, Florida 33408
(Address
of principal executive offices) (zip code)
Registrant's
telephone number, including area code: (561) 630-2400
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, par value $0.01 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. Yes
o
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
o
No
x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes
x
No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large
accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o
No
x
The
aggregate market value of the voting common equity held by non-affiliates of
the
registrant on June 30, 2005 was approximately $175,827,000 based on the closing
price reported for such date on the Nasdaq National Market. As of February
28,
2006, the registrant had outstanding 15,879,092 shares of Common
Stock.
This
Amendment No. 1 to the Annual Report on Form 10-K is being filed solely to
provide Exhibit 10.14, which was inadvertently omitted in the original filing,
and to amend Exhibit 23.1. Unaffected Items have not been repeated in this
Amendment No. 1.
Except
as
described above, no other changes have been made to the original Form 10-K,
and
this Form 10-K/A does not amend, update or change the financial statements
or
any other Items or disclosures in the original Form 10-K. This Form 10-K/A
does
not reflect events occurring after the filing of the Form 10-K or modify or
update those disclosures, including any exhibits to the Form 10-K affected
by
subsequent events. Information not affected by the changes described above
is
unchanged and reflects the disclosures made at the time of the original filing
of the Form 10-K on March 16, 2006. Accordingly, this Form 10-K/A should be
read
in conjunction with our filings made with the Securities and Exchange Commission
subsequent to the filing of the original Form 10-K, including any amendments
to
those filings.
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(3)
Exhibits.
The
exhibits to this report are listed below.
| Exhibits |
Description
|
|
10.14
|
Lease
Agreement dated November 3, 2005 between Gardens Plaza Investors,
LLC and
Bankrate,
Inc. +
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm
+
|
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Securities Exchange Act Rules
13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 +
|
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Securities Exchange Act Rules
13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 +
|
|
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+
|
|
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+
|
|
+
|
Filed
herewith.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized as of the 20th day of March, 2006.
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By:
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/s/
Robert J. DeFranco
|
|
|
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Robert
J. DeFranco
|
|
|
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Senior
Vice President and
|
|
|
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Chief
Financial Officer
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