<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT 1 to FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange t of 1934
Date of Report (Date of earliest event reported) April 25, 1996
---------------------
CATALINA MARKETING CORPORATION
------------------------------
(Exact Name of Registrant as specified in its charter)
Delaware 1-11008 33-0499007
- --------------------- ---------------- -------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
11300 NINTH STREET NORTH, ST. PETERSBURG, FLORIDA 33716-2329
------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including code (813) 579-5000
------------------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition and Disposition of Assets.
-------------------------------------
On April 10, 1996, Catalina Marketing Corporation (the Company)
purchased from its minority shareholders listed below, the remaining 46
percent of Catalina Marketing U.K., Inc. not owned by it for
approximately $12 million from the Company's available cash and 20,836
newly issued shares of Company common stock. The consideration was
negotiated with the parties involved.
In addition to the above, and following the April 10, 1996 transaction,
the Company chose to continue the Catalina Marketing U.K., Ltd. stock
option plan by issuing approximately 8,800 shares of Company common
stock for the plan participants' option profit.
Minority Shareholders
---------------------
Stuart Isbister
Blair Jenkins
David King
Nigel Oddy
Peter Oddy
Steve Ross
Neil Smallword
Saratoga Springs Company, Ltd.
David Van Buskirk
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements of Business Acquired
-----------------------------------------
The financial statements attached are of Catalina Marketing U.K.,
Ltd., the wholly owned subsidiary of Catalina Marketing U.K., Inc.
Other than its ownership of Catalina Marketing U.K., Ltd., Catalina
Marketing U.K., Inc. has no material business or assets.
These financial statements are prepared in accordance with the
Companies Act of 1985 of the United Kingdom.
Pages Financials-1 through Financials-16
(b) Proforma Financial Information
------------------------------
The proforma financial information that follows assumes that the
transaction occurred as of the beginning of the fiscal year ended
March 31, 1996.
Proforma financial information as of and for the fiscal year ended
------------------------------------------------------------------
March 31, 1996: in thousands (except share and per share data)
---------------
Current assets decreased 19 percent to $52,843. Other assets
increased $14,128 to $16,771. Total assets increased 1 percent to
$115,867. Stockholders' equity increased 2 percent to $72,902 from
issuance of 20,836 and approximately 8,800 shares of Company common
stock. Net income decreased 3 percent to $21,427, and net income
per common and common equivalent share decreased $.07 to $2.14.
The unaudited proforma financial information has been prepared by
Registrant based upon assumptions deemed proper by it. The
unaudited proforma financial information should be read in
conjunction with the historical financial statements and related
notes of Registrant.
(c) Exhibits
--------
Consent of Independent Auditors Exhibit 23
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.
Date: April 25, 1996 CATALINA MARKETING CORPORATION
By: /s/ Philip B. Livingston
-----------------------------
Philip B. Livingston
Chief Financial Officer
<PAGE>
CATALINA MARJKETING UK
LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 1995
<PAGE>
CATALINA MARKETING UK LIMITED
FINANCIAL STATEMENTS
For the year ended 31 December 1995
- --------------------------------------------------------------------------------
Company registration number: 2567566
Registered office: 1 Westminster Way
OXFORD
OX2 0PZ
Directors: Mr B A B Jenkins
Mr N R Oddy
Mr D King
Mr S J Ross
Mr D L Van Buskirk
Mr M R O'Brien
Mr D O'Donnell
Mr S Isbister
Secretary: Mr S J Ross
Bankers: Barclays Bank PLC
Barclays Business Centre
City Office (Old Bank)
P.O. Box 333
Oxford
OX1 3HS
Solicitors: Messrs B P Collins & Co
Collins House
32 - 38 Station Road
Gerrards Cross
Bucks
SL9 8EL
Auditors: Grant Thornton
Registered auditors
Chartered accountants
1 Westminster Way
Oxford
OX2 0PZ
<PAGE>
CATALINA MARKETING UK LIMITED
FINANCIAL STATEMENTS
For the year ended 31 December 1995
- --------------------------------------------------------------------------------
INDEX PAGE
Report of the directors 1-2
Report of the auditors 3
Accounting policies 4-5
Profit and loss account 6
Balance sheet 7
Notes to the financial statements 8-13
<PAGE>
CATALINA MARKETING UK LIMITED
REPORT OF THE DIRECTORS
- --------------------------------------------------------------------------------
The directors present their report together with financial statements for the
year ended 31 December 1995.
PRINCIPAL ACTIVITIES
The principal activity of the company is the provision of point of sale software
marketing services to the retailing industry.
BUSINESS REVIEW
The company has had exclusive licence to market in the UK the point of sales
marketing system developed by Catalina Marketing Corporation.
The company has had a satisfactory years trading and the directors remain
optimistic about the company's future prospects.
There was a profit for the year after taxation amounting to (Pounds)399,015
(1994: profit (Pounds)100,565). The directors do not recommend payment of a
dividend and the profit has therefore been transferred to reserves.
DIRECTORS
The present membership of the Board is set out below. All directors served
throughout the year apart from D O'Donnell, who was appointed to the Board on 9
May 1995 and S Isbister who was appointed to the Board on 1 December 1995.
The interests of the directors and their families in the shares of the company
as at 31 December 1995 and 1 January 1995, or their date of appointment to the
board if later, were as follows:
Ordinary 1p shares
31 December 1 January
1995 1995
Mr B A B Jenkins - -
Mr N R Oddry - -
Mr D King - -
Mr S J Ross - -
Mr D L Van Buskirk - -
Mr M R O'Brien - -
Mr D O'Donnell - -
Mr S Isbister - -
31 December 1 January
1995 1995
Mr B A B Jenkins 7,500 5,000
Mr S J Ross 3,000 3,000
Mr D O'Donnell 5,000 -
Mr D Grove was appointed as a director on 3 April 1995 and resigned on 30
November 1995. Ms H Monat who was a director at 1 January 1995 resigned on 12
December 1995.
FIXED ASSETS
Movements in fixed assets are set out in note 5 to the financial statements.
<PAGE>
CATALINA MARKETING UK LIMITED
REPORT OF THE DIRECTORS
- --------------------------------------------------------------------------------
DIRECTORS' RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS
Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that period. In preparing
those financial statements, the directors are required to:
- - select suitable accounting policies and then apply them consistently
- - make judgements and estimates that are reasonable and prudent
- - prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records, for
safeguarding the assets of the company and for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
AUDITORS
Grant Thornton offer themselves for reappointment as auditors in accordance with
section 385 of the Companies Act 1985.
ON BEHALF OF THE BOARD
B Jenkins
Director
24 May 1996
<PAGE>
[GRANT THORNTON LOGO APPEARS HERE]
REPORT OF THE AUDITORS TO THE MEMBERS OF
CATALINA MARKETING UK LIMITED
We have audited the financial statements on pages 4 to 13 which have been
prepared under the accounting policies set out on pages 4 to 5.
RESPECTIVE RESPONSIBILITIES OF THE DIRECTORS AND AUDITORS
As described on page 2 the company's directors are responsible for the
preparation of the financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements and to report our
opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with Auditing Standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements. It
also includes an assessment of the significant estimates and judgements made by
the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the company's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
OPINION
In our opinion the financial statements give a true and fair view of the state
of the company's affairs as at 31 December 1995 and of its profit for the year
then ended and have been properly prepared in accordance with the Companies Act
1985.
GRANT THORNTON
REGISTERED AUDITORS
CHARTERED ACCOUNTANTS
OXFORD
10 June 1996
<PAGE>
CATALINA MARKETING UK LIMITED
PRINCIPAL ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
BASIS OF PREPARATION
The financial statements have been prepared under the historical cost
convention.
The principal accounting policies of the company have remained unchanged from
the previous year and are set out below.
TURNOVER
Turnover is the total amount receivable by the company for services provided,
excluding VAT and trade discounts.
DEPRECIATION
Depreciation is calculated to write down the cost less estimated residual value
of all tangible fixed assets by equal annual instalments over their expected
useful lives. The rates generally applicable are:
Fixtures and fittings 5 years
Computer equipment 5 years
Following a reassessment of the useful economic lives of the fixed assets of the
company the directors extended depreciation periods from three years to five
years.
STOCKS
Stocks are stated at the lower of cost and net realisable value.
DEFERRED TAXATION
Deferred tax is provided for under the liability method using the tax rates
estimated to arise when the timing differences reverse and is accounted for to
the extent that it is probable that a liability or asset will crystallise.
Unprovided deferred tax is disclosed as a contingent liability.
Debit balances arising in respect of advance corporation tax on dividends
payable or proposed are carried forward to the extent that they are expected to
be recoverable.
FOREIGN CURRENCIES
Transactions in foreign currencies are translated at the exchange rate ruling at
the date of the transaction. Monetary assets and liabilities in foreign
currencies are translated at the rates of exchange ruling at the balance sheet
date. All exchange differences are dealt with through the profit and loss
account.
CONTRIBUTIONS TO PENSION FUNDS
Defined contribution scheme
The pension costs charged against profits represent the amount of the
contributions payable to the scheme in respect of the accounting period.
<PAGE>
CATALINA MARKETING UK LIMITED
PRINCIPAL ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
LEASED ASSETS
Assets held under finance leases and hire purchase contracts are capitalised in
the balance sheet and depreciated over their expected useful lives. The interest
element of leasing payments represents a constant proportion of the capital
balance outstanding and is charged to the profit and loss account over the
period of the lease.
All other leases are regarded as operating leases and the payments made under
them are charged to the profit and loss account on a straight-line basis over
the lease term.
<PAGE>
CATALINA MARKETING UK LIMITED
PROFIT AND LOSS ACCOUNT
For the year ended 31 December 1995
- -----------------------------------------------------------------------------
Note 1995 1994
(Pounds) (Pounds)
TURNOVER 1 3,802,730 2,195,990
Cost of sales 689,651 463,777
--------- ---------
Gross profit 3,113,079 1,732,213
Other operating charges 2,460,411 1,593,341
--------- ---------
OPERATING PROFIT 652,668 138,872
Net interest 2 13,653 38,307
--------- ---------
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 1 639,015 100,565
Tax on profit on ordinary activities 4 240,000 -
--------- ---------
PROFIT TRANSFERRED TO RESERVES 12 399,015 100,565
========= =========
There were no recognised gains or losses other than the profit for the financial
year.
9
<PAGE>
CATALINA MARKETING UK LIMITED
BALANCE SHEET AT 31 DECEMBER 1995
- -------------------------------------------------------------------------------
NOTE 1995 1995 1994 1994
(Pounds) (Pounds) (Pounds) (Pounds)
FIXED ASSETS
Tangible assets 5 842,378 791,757
CURRENT ASSETS
Stocks 6 - 86,966
Debtors 7 684,020 1,462,387
Cash at bank and in hand 1,974,268 674,953
--------- ---------
2,658,288 2,224,306
CREDITORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR 8 2,565,460 2,050,734
--------- ---------
NET CURRENT ASSETS 92,828 173,572
--------- ---------
TOTAL ASSETS LESS CURRENT
LIABILITIES 935,206 965,329
CREDITORS: AMOUNTS FALLING
DUE AFTER MORE THAN ONE YEAR 9 99,435 528,573
--------- ---------
835,771 436,756
========= =========
CREDITORS: AMOUNTS FALLING
DUE AFTER MORE THAN ONE YEAR 10 666,667 666,667
CAPITAL AND RESERVES
Called up share capital 11 11,141 11,141
Share premium account 12 214,556 214,556
Profit and loss account 12 (56,593) (455,608)
--------- ---------
SHAREHOLDERS' FUNDS 13 169,104 (229,911)
--------- ---------
835,771 436,756
========= =========
The financial statements were approved by the Board of Directors on 24 May 1996.
B. JENKINS DIRECTOR
<PAGE>
CATALINA MARKETING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 1995
- ------------------------------------------------------------------------------
1. TURNOVER AND PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
The turnover and profit on ordinary activities before taxation are attributable
to the provision of point of sale software marketing services to the retailing
industry.
The profit on ordinary activities is stated after: 1995 1994
(Pounds) (Pounds)
Auditors' remuneration 6,500 5,000
Depreciation and amortisation:
Tangible fixed assets, owned 270,362 373,125
Other operating lease rentals 76,853 55,070
Exchange differences on foreign currency borrowings 44 (48,140)
======== ========
2. NET INTEREST
1995 1994
(Pounds) (Pounds)
Interest payable to group undertakings 51,685 45,279
Other interest payable and similar charges 14,541 1,954
-------- --------
66,226 47,233
-------- --------
66,226 47,233
Other interest receivable and similar income (52,573) (8,926)
-------- --------
13,653 38,307
======== ========
3. DIRECTORS AND EMPLOYEES
Staff costs during the year were as follows: 1995 1994
(Pounds) (Pounds)
Wages and salaries 1,036,822 618,457
Social security costs 106,600 50,478
Other pension costs 40,176 16,568
--------- --------
1,183,598 685,503
========= ========
The average number of employees of the company during the year was 19
(1994: 15).
<PAGE>
CATALINA MARKETING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 1995
- -------------------------------------------------------------------------------
Remuneration in respect of directors was as follows: 1995 1994
(Pounds) (Pounds)
Management remuneration 445,536 315,565
Compensation for loss of office 17,500 12,000
--------- ---------
436,036 327,565
========= =========
The emoluments of the directors, excluding pension
contributions, were as follows: 1995 1994
(Pounds) (Pounds)
The Chairman 61,834 54,000
========= =========
The highest paid director 119,374 77,102
========= =========
The emoluments of the other directors, excluding pension contributions, fell
within the following ranges:
1995 1994
Nil - (Pounds)5,000 4 3
(Pounds)45,001 - (Pounds)50,000 1 -
(Pounds)50,001 - (Pounds)55,000 - 1
(Pounds)60,001 - (Pounds)65,000 - 1
(Pounds)65,001 - (Pounds)70,000 1 -
(Pounds)70,001 - (Pounds)75,000 1 -
(Pounds)75,001 - (Pounds)80,000 - 1
(Pounds)90,001 - (Pounds)95,000 1 -
4. TAX ON PROFIT ORDINARY ACTIVITIES
The tax charge is based on the profit for the
year and represents:
1995 1994
(Pounds) (Pounds)
UK Corporation tax at 33% (1994:25%) 240,000 -
--------- ---------
240,000 -
========= =========
<PAGE>
CATALINA MARKETING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 1995
- -------------------------------------------------------------------------------
TANGIBLE FIXED ASSETS
FIXTURES
AND COMPUTER
FITTINGS EQUIPMENT TOTAL
(Pounds) (Pounds) (Pounds)
Cost or valuation
At 1 January 1995 15,114 1,221,956 1,237,070
Additions 547 325,238 325,785
Disposals - (5,464) (5,464)
--------- --------- ---------
At 31 December 1995 15,661 1,541,730 1,557,391
--------- --------- ---------
Depreciation
At 1 January 1995 7,227 438,086 445,313
Provided in the year 1,854 268,508 270,362
Eliminated on disposals - (662) (662)
--------- --------- ---------
At 31 December 1995 9,081 705,932 715,013
--------- --------- ---------
Net book amount at 31 December 1995 6,580 835,798 842,378
========= ========= =========
Net book amount at 31 December 1994 7,887 783,870 791,757
========= ========= =========
6. STOCKS
1995 1994
(Pounds) (Pounds)
Consumable paper stock - 86,966
-------- ---------
- 86,966
======== =========
7. DEBTORS
1995 1994
(Pounds) (Pounds)
Trade debtors 628,726 1,380,017
Amounts owed by parent undertakings 26,729 19,360
Other debtors - 37,124
Prepayments and accrued income 28,565 25,886
-------- ---------
684,020 1,462,387
======== =========
Included in other debtors in 1994 is a loan to a director (see note 18), which
has been discharged in full during the year.
<PAGE>
CATALINA MARKETING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 1995
- -------------------------------------------------------------------------------
8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
1995 1994
(Pounds) (Pounds)
Trade creditors - Other 225,292 80,968
Trade creditors - Catalina Marketing Worldwide Inc 733,571 188,103
Catalina Marketing Worldwide Inc - Loan repayable
within one year (note 9) 433,221 400,917
Corporation tax 240,000 -
Social security and other taxes 164,413 112,890
Other creditors - 19,600
Accruals and deferred income 768,963 1,242,535
Amounts due under finance leases - 5,721
--------- ---------
2,565,460 2,050,734
========= =========
9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
1995 1994
(Pounds) (Pounds)
Loan from Catalina Marketing Worldwide Inc 99,435 528,573
--------- ---------
99,435 528,573
========= =========
The loan is repayable over 3 years by monthly instalments which commenced in
April 1994 and bears interest at 7% per annum.
10. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
1995 1994
(Pounds) (Pounds)
Loan from Catalina Marketing UK Inc 666,667 666,667
========= =========
The loan from the immediate parent company Catalina Marketing UK Inc is
non-interest bearing and unsecured.The parent company has confirmed that it
considers the loan to be in the nature of equity.
<PAGE>
CATALINA MARKETING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 1995
- -------------------------------------------------------------------------------
11. SHARE CAPITAL
1995 1994
(Pounds) (Pounds)
Authorised
2,500,000 ordinary 1p shares 25,000 25,000
========= =========
Allotted, called up and fully paid
1,114,002 ordinary 1p shares 11,141 11,141
========= =========
The company has granted options to certain directors and employees in respect of
20,000 1p ordinary shares at (Pound)1 per share and a further 23,500 1p ordinary
shares at (Pounds)1.50 per share, exercisable between 22 December 1997 and 22
December 2004. At the year end the number of options remaining unexercised was
43,500 (1994: 20,000).
12. SHARE PREMIUM ACCOUNT AND RESERVES
SHARE
PREMIUM PROFIT AND
ACCOUNTS LOSS ACCOUNT
(Pounds) (Pounds)
At 1 January 1995 214,556 (455,608)
Retained profit for the year - 399,015
--------- ---------
At 31 December 1995 214,556 (56,593)
========= =========
13. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
1995 1994
(Pounds) (Pounds)
Profit for the financial year 399,015 100,565
--------- ---------
Net increase in shareholders' funds 399,015 100,565
Shareholders' funds at 1 January 1995 (229,911) (330,476)
--------- ---------
Shareholders' funds at 31 December 1995 169,104 (229,911)
========= =========
14. CAPITAL COMMITMENTS
The company had no capital commitments at 31 December 1995 or 31 December 1994.
<PAGE>
CATALINA MARKETING UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 1995
- ------------------------------------------------------------------------------
15. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 December 1995 or 31 December 1994.
16. PENSIONS
Defined Contribution Scheme
The company operates a defined contribution pension scheme for the benefit of
the employees. The assets of the scheme are administered by trustees in a fund
independent from those of the company.
17. LEASING COMMITMENTS
Operating lease payments amounting to (Pounds)104,029 (1994:(Pounds)75,414) are
due within one year. The leases to which these amounts relate expire as follows:
1995 1994
LAND AND Land and
BUILDINGS OTHER buildings Other
(Pounds) (Pounds) (Pounds) (Pounds)
In one year or less 28,164 16,308 28,164 6,006
Between two and five years - 59,557 - 41,244
In five years or more - - - -
-------- -------- -------- --------
28,164 75,865 28,164 47,250
======== ======== ======== ========
18. TRANSACTIONS WITH DIRECTORS
Amounts due in respect of loans,quasi-loans and credit transactions by
directors were as follows:
MAXIMUM
NAME OF DIRECTOR AND LIABILITY INTEREST DUE
CONNECTED PERSON AMOUNT OUTSTANDING DURING YEAR NOT PAID
1995 1994
(Pounds) (Pounds) (Pounds) (Pounds)
S J Ross - 2,625 2,625 -
19. ULTIMATE PARENT UNDERTAKING
The company is a wholly owned subsidiary of Catalina Marketing UK Inc., a
Company incorporated in Delaware, USA. The directors consider that the ultimate
parent undertaking of the company is Catalina Marketing Corporation which is
incorporated in the USA.
The only group of undertakings for which group accounts have been drawn up is
that headed up by Catalina Marketing Corporation.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated 10 June 1996, accompanying the financial
statements of Catalina Marketing U.K. Limited, included on Form 8-K for the year
ended 31 December 1995. We hereby consent to the incorporation by reference of
said report in the Registration Statements of Catalina Marketing Corporation on
Forms S-8 (File No. 33-46793, File No. 33-77100, File No. 33-82456).
GRANT THORNTON
REGISTERED AUDITORS
CHARTERED ACCOUNTANTS
Oxford, England
June 21, 1996
