<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 1996
REGISTRATION NO. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CATALINA MARKETING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0499007
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
CATALINA MARKETING CORPORATION
11300 NINTH STREET NORTH
ST. PETERSBURG, FLORIDA 33716-2329
(813) 579-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PHILIP B. LIVINGSTON
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
CATALINA MARKETING CORPORATION
11300 NINTH STREET NORTH
ST. PETERSBURG, FLORIDA 33716-2329
(813) 579-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
BARRY A. BROOKS, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER
399 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 318-6000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. [_]
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AGGREGATE AGGREGATE AMOUNT OF
TITLE OF SHARES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 54,517 $53.0625 $2,892,808 $876.61
- ----------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and
based on a per share price of $53.0625, the average of the high and low
sales price of the Common Stock of the Company on the New York Stock
Exchange on October 1, 1996.
================================================================================
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
<TABLE>
<CAPTION>
ITEM
NUMBER FORM S-3 CAPTION PROSPECTUS CAPTION
- ------ ---------------- ------------------
<S> <C> <C>
1. Forepart of Registration Statement and Outside Cover of Registration Statement; Outside Front
Front Cover Page of Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Available Information; Incorporation of Certain
Prospectus Information by Reference; Table of Contents
3. Summary Information, Risk Factors and Ratio of Cover Page; The Company; Incorporation of
Earnings to Fixed Charges[; Risk Factors] Certain Information by Reference (Risk Factors
and Ratio of Earnings to fixed charges N/A)
4. Use of Proceeds *
5. Determination of Offering Price *
6. Dilution *
7. Selling Security-Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Incorporation of Certain Information By Reference
10. Interests of Named Experts and Counsel Experts; Legal Matters
11. Material Changes Incorporation of Certain Information by Reference
12. Incorporation of Certain Information by Reference Incorporation of Certain Information by Reference
13. Disclosure of Commission Position on *
Indemnification For Securities Act Liabilities
</TABLE>
- --------
* Not applicable.
1
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED OCTOBER 3, 1996
PROSPECTUS
54,517 SHARES
CATALINA MARKETING CORPORATION
Common Stock, par value $.01 per share
-----------
This Prospectus is being used in connection with the offering (the
"Offering") from time to time of up to 54,517 shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock"), of Catalina Marketing
Corporation, a Delaware corporation (the "Company"), by certain stockholders of
the Company identified herein (collectively, the "Selling Stockholders").
The Company issued 41,672 of the Shares, and such Shares were acquired by
certain Selling Stockholders, in connection with the Company's purchase of
shares of common stock of its Delaware subsidiary, Catalina Marketing UK, Inc.
("CMUK-Delaware") from such Selling Stockholders. The Company issued an
additional 12,845 Shares, and such Shares were acquired by certain Selling
Stockholders, in connection with the Company's decision to terminate the
Employee Share Option Scheme (the "Option Plan") of Catalina Marketing UK, Ltd.
("Catalina UK"), the wholly-owned subsidiary of CMUK-Delaware. The Shares
issued in connection with the Company's decision to terminate the Option Plan
are subject to restrictions which terminate only upon the satisfaction of
certain conditions. The Shares are being registered for resale pursuant to an
agreement between the Company and the Selling Stockholders pursuant to which
the Company is obligated to register such Shares.
The Shares may be offered by the Selling Stockholders from time to time on
terms to be determined at the time of sale. The Selling Stockholders may effect
such transactions by selling the Shares, to or through securities broker-
dealers or other agents, and such broker-dealers or other agents may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders, and/or the purchasers of the Shares, for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). Additionally, agents or dealers may acquire the Shares
or interests therein as a pledgee and may, from time to time, effect
distributions of the Shares or interests in such capacity. See "Selling
Stockholders" and "Plan of Distribution." Selling Stockholders, and any
brokers, dealers or agents through whom sales of the Shares are made may be
deemed "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any profits realized by them on the sale of
the Shares may be considered to be underwriting compensation.
The Company is not selling any of the Shares and will not receive any of the
proceeds from the sale of the Shares by the Selling Stockholders. The cost of
registering the Shares is being borne by the Company (although the Company will
not pay any commissions or discounts of brokers, dealers or agents).
On October 1, 1996, the closing sales price for the Common Stock on the New
York Stock Exchange (the "NYSE") was $52.375 per share. The Common Stock is
listed on the NYSE under the symbol "POS."
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
The date of this Prospectus is , 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, is required to file reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional offices located at 7 World Trade Center, Suite 1300, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material also can be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates.
The Company's Common Stock is traded on the NYSE and reports, proxy and
information statements, and other information concerning the Company can be
inspected at the offices of such Exchange at 20 Broad Street, New York, New
York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3, of which this Prospectus forms a part (together with any amendments
thereto, the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act"), in respect of the Shares. As permitted by the
rules and regulations of the Commission, this Prospectus omits certain
information, exhibits and undertakings contained in the Registration
Statement. Such additional information, exhibits and undertakings may be
inspected and obtained from the Commission's principal office in Washington,
D.C. The summaries or descriptions of documents in this Prospectus are not
necessarily complete. Reference is made to the copies of such documents
attached hereto or otherwise filed as a part of the Registration Statement for
a full and complete statement of their provisions, and such summaries and
descriptions are, in each case, qualified in their entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or information have been filed by the Company with
the Commission and are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended March 31,
1996, filed June 4, 1996.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996, filed August 16, 1996.
3. The Proxy Statement for the Annual Meeting of Stockholders of the
Company held on July 23, 1996, filed June 25, 1996.
4. The description of the Company's Common Stock contained in the Company's
registration statement on Form 8-A, as amended (Registration No. 1-
11008), including any amendment or report for the purpose of updating
that description.
All documents subsequently filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering covered by this
Prospectus will be deemed incorporated by reference into this Prospectus and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL
REQUEST OF SUCH PERSON TO THE COMPANY AT 11300 NINTH STREET NORTH, ST.
PETERSBURG, FLORIDA 33716-2329, ATTENTION: TREASURER, ANY OR ALL OF THE
DOCUMENTS REFERRED TO ABOVE (OTHER THAN EXHIBITS TO SUCH DOCUMENTS) WHICH HAVE
BEEN INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
2
<PAGE>
THE COMPANY
The principal executive offices of the Company are located at 11300 Ninth
Street North, St. Petersburg, Florida 33716-2329. Its telephone number is
(813) 579-5000.
SELLING STOCKHOLDERS
The following table sets forth, as of October 1, 1996, information regarding
the number of shares of Common Stock beneficially owned, and the number of
such shares which may be offered hereby, from time to time, by each Selling
Stockholder. It is not possible to predict the number of Shares that will be
sold hereby, and consequently it is not possible to predict the number of
Shares that will be owned by each Selling Stockholder following completion of
sales of the securities offered hereby.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF SHARES COMMON STOCK NUMBER OF SHARES
NAME BENEFICIALLY OWNED OUTSTANDING OFFERED HEREBY
- ---- ------------------ ------------- ----------------
<S> <C> <C> <C>
Cathryn E. Beckett............ 594 * 594
Teresa Carter................. 198 * 198
Duncan Curtis................. 396 * 396
Alan Gray..................... 1,188 * 1,188
Trevor A. Hannah.............. 594 * 594
Gilliam M. Howard............. 594 * 594
Heather Isbister.............. 1,168 * 1,168
Stuart J. Isbister............ 7,554 * 7,554
Blair A. Jenkins.............. 11,850 * 11,850
Karen Jenkins................. 3,270 * 3,270
Kerstin Birgitta King......... 9,348 * 9,348
Robin T. King................. 1,188 * 1,188
Gavin I. McLauchlan........... 396 * 396
David P. O'Donnell............ 659 * 659
Joan M. O'Flaherty............ 198 * 198
Stephen J. Ross............... 396 * 396
Karen Smallwood............... 3,894 * 3,894
Neil Smallwood................ 10,438 * 10,438
Christine J. Smith............ 594 * 594
</TABLE>
- --------
*/ Less than 1%
3
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be offered by the Selling Stockholders from time to time on
terms to be determined at the time of sale. The Selling Stockholders may
effect such transactions by selling the Shares to or through securities
broker-dealers or other agents, and such broker-dealers or other agents may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders, and/or the purchasers of the for whom such broker-
dealers may act as agent or to whom they sell as principal, or both (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). Additionally, agents or dealers may acquire Shares or interests
therein as a pledgee and may, from time to time, effect distributions of the
Shares or interests in such capacity. The Company will not receive any of the
proceeds from the sale of the Shares offered hereby.
In order to comply with the securities laws of certain states, sales of the
Shares to the public in such states may be made only through broker-dealers
who are registered or licensed in such states. Sales of the Shares must also
be made by the Selling Stockholders in compliance with other applicable state
securities laws and regulations.
Shares may be sold from time to time in one or more transactions at a fixed
offering price, which may be changed, or at varying prices determined at the
time of sale or at negotiated prices. Such prices will be determined by the
particular Selling Stockholder who is offering the Shares or by agreement
between such Selling Stockholder, and underwriters, dealers or agents.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference into this Prospectus have been audited by Arthur Andersen LLP,
independent certified public accountants, as indicated in their reports with
respect thereto, and have been included or incorporated by reference in
reliance upon such reports given upon the authority of said firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Paul, Hastings, Janofsky & Walker, 399 Park Avenue,
New York, New York 10022. Barry A. Brooks, a partner of Paul, Hastings,
Janofsky & Walker, is presently serving as the Secretary of the Company.
4
<PAGE>
================================================================================
No person is authorized in connection with any offering made hereby to give
any information or to make any representation not contained in this Prospectus
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company or any Underwriter. This Prospec-
tus does not constitute an offer to sell or a solicitation of an offer to buy
any security other than the shares of Common Stock offered hereby, nor does it
constitute an offer to sell, or a solicitation of an offer to buy, any of the
securities offered hereby to any person in any jurisdiction in which it is un-
lawful to make such an offer or solicitation. Neither the delivery of this Pro-
spectus nor any sale made hereunder shall under any circumstances create any
implication that the information contained herein is correct as of any date
subsequent to the date hereof.
-----------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
The Company................................................................ 3
Selling Stockholders....................................................... 3
Plan of Distribution....................................................... 4
Experts.................................................................... 4
Legal Matters.............................................................. 4
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CATALINA MARKETING
CORPORATION
54,517 Shares
Common Stock
($.01 par value)
-----------
PROSPECTUS
-----------
================================================================================
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF DISTRIBUTION.
The expenses in connection with the distribution of the securities being
registered are set forth in the following table (all amounts except the
registration fee are estimated):
<TABLE>
<S> <C>
Registration fee.................................................... $876.61
Printing expenses................................................... 2,000
Legal fees and expenses............................................. 10,000
Registrar and transfer agent's fees................................. 200
Accounting fees and expenses........................................ 1,000
Miscellaneous....................................................... 200
TOTAL..............................................................
</TABLE>
All expenses in connection with the issuance and distribution of the
securities being offered will be borne by the Company (other than selling
commissions).
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation and Restated Bylaws
include provisions to (i) eliminate the personal liability of its directors
for monetary damages resulting from breaches of their fiduciary duty to the
extent permitted by the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Company to indemnify its directors and officers to
the fullest extent permitted by the Delaware Law, including under
circumstances in which indemnification is otherwise discretionary. The Company
believes that these provisions are necessary to attract and retain qualified
persons as directors and officers.
These provisions do not eliminate the directors' duty of care, and, in
appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief remain available under the Delaware Law. In
addition, each director is subject to liability for breach of the director's
duty of loyalty to the Company, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under the Delaware Law. These provisions also do not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.
As permitted by its Restated Bylaws, the Company has entered into agreements
with its directors and officers that require the Company to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
incurred (including expenses of a derivative action) in connection with any
proceeding to which any such person may be made a party by reason of the fact
that such person is or was a director or officer of the Company, provided such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Company.
The above discussion of the Company's Restated Bylaws, Restated Certificate
of Incorporation, indemnification agreements and Section 145 of the Delaware
General Corporation Law is not intended to be exhaustive and is qualified in
its entirety by such Restated Bylaws, Restated Certificate of Incorporation,
indemnification agreement and statue.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
II-1
<PAGE>
ITEM 16. EXHIBITS.
There are filed with the Registration Statement the following exhibits:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<C> <S>
3.1 Certificate of Amendment of Certificate of Incorporation.
Opinion of Paul, Hastings, Janofsky & Walker as to the validity of
5.1 the Securities being registered.
23.1 Consent of Arthur Andersen LLP.
Consent of Paul, Hastings, Janofsky & Walker (included in Exhibit
23.2 5.1).
Power of Attorney (included in Part II of this Registration
24.1 Statement).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii)To reflect in the prospectus any acts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration
II-2
<PAGE>
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of the Regulation S-X
is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference
in the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State
of New York, on September 30, 1996.
CATALINA MARKETING CORPORATION
By: /s/ Philip B. Livingston
-------------------------------
Name: Philip B. Livingston
Title: Senior Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints George W. Off or Philip B. Livingston, or any
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- ---------- ------
<S> <C> <C>
/s/ Tommy D. Greer
___________________________________________ Chairman of the Board September 30, 1996
TOMMY D. GREER
/s/ George W. Off
___________________________________________ Chief Executive Officer September 30, 1996
GEORGE W. OFF President and Director
/s/ Philip B. Livingston Senior Vice President September 30, 1996
___________________________________________ and Chief Financial
PHILIP B. LIVINGSTON Officer
/s/ Frank H. Barker
___________________________________________ Director September 30, 1996
FRANK H. BARKER
___________________________________________ Director
FREDERICK W. BEINECKE
/s/ Patrick W. Collins
___________________________________________ Director September 30, 1996
PATRICK W. COLLINS
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- ---------- -----
<S> <C> <C>
/s/ Stephen I. D'Agostino
___________________________________________ Director September 30, 1996
STEPHEN I. D'AGOSTINO
/s/ Thomas G. Mendell
___________________________________________ Director September 30, 1996
THOMAS G. MENDELL
___________________________________________ Director
HELENE MONAT
___________________________________________ Director
THOMAS W. SMITH
/s/ Michael B. Wilson
___________________________________________ Director September 30, 1996
MICHAEL B. WILSON
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
3.1 Certificate of Amendment of Certificate of Incorporation.
5.1 Opinion of Paul, Hastings, Janofsky & Walker as to the
validity of the Securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker (included in
Exhibit 5.1).
24.1 Power of Attorney (included in Part II of this Registration
Statement).
</TABLE>
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CATALINA MARKETING CORPORATION
Catalina Marketing Corporation, a Delaware corporation (the
"Corporation"), pursuant to Section 242 of the General Corporation Law of
Delaware, certifies that:
FIRST: The Corporation's Board of Directors and stockholders have adopted
resolutions authorizing the following amendment to the Corporation's
Certificate of Incorporation as follows:
1. The Certificate of Incorporation of the Corporation is hereby amended
by deleting Article Fourth in its entirety and restating said Article in its
entirety as follows:
"A.The Corporation is authorized to issue two classes of shares designated
"Common Stock" and "Preferred Stock," respectively. The number of shares of
Common Stock authorized to be issued is 50,000,000, par value $.01 per share,
and the number of shares of Preferred Stock authorized to be issued is
5,000,000, par value $.01 per share.
B.The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of the Corporation is hereby authorized,
by adopting appropriate resolutions and causing one or more certificates of
designation to be executed, acknowledged, filed, recorded and to become
effective in accordance with the GCL, to establish from time to time the
number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof, including but not
limited to the fixing or alteration of the dividend rights, dividend rate,
conversion rights, exchange rights, voting rights, rights and terms of
redemption (including sinking fund provisions), the redemption price or
prices, and the liquidation preferences of any wholly unissued series of
shares of Preferred Stock, or any of them; and to increase or decrease the
number of shares of any series subsequent to the issue of the shares of that
series, but not above the total number of authorized shares of Preferred Stock
and not below the number of shares of such series then outstanding. In case
the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status that they had prior to the
adoption of the resolution originally fixing the number of shares of such
series. Except as may otherwise be required by law or this Certificate of
Incorporation, the terms of any series of Preferred Stock may be amended
without the consent of the holders of any other series of Preferred Stock or
of Common Stock."
SECOND: The foregoing amendment to the Certificate of Incorporation of the
Corporation has been duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of Delaware.
IN WITNESS WHEREOF, Catalina Marketing Corporation, has caused this
Certificate to be signed and attested by its duly authorized officer this 23rd
day of July, 1996.
CATALINA MARKETING CORPORATION
/s/ Tommy D. Greer
By __________________________________
Name: Tommy D. Greer
Title:Chairman of the Board
<PAGE>
PAUL, HASTINGS, JANOFSKY & WALKER LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
THIRTY-FIRST FLOOR
399 PARK AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE (212) 318-6000
FACSIMILE (212) 319-4090
October 3, 1996
Catalina Marketing Corporation
11300 Ninth Street North
St. Petersburg, Florida 33716-2329
Ladies and Gentlemen:
This opinion is being delivered to you in connection with the filing of a
registration statement (the "Registration Statement") on Form S-3, for the
offering from time to time of up to 54,517 shares (the "Shares") of Common
Stock, $.01 par value per share (the "Common Stock"), of Catalina Marketing
Corporation, a Delaware corporation (the "Company"), by certain stockholders
of the Company (collectively, the "Selling Stockholders"). The Company issued
41,672 of the Shares, and such Shares were acquired by certain Selling
Stockholders, in connection with the Company's purchase of shares of common
stock of its Delaware subsidiary, Catalina Marketing UK, Inc. ("CMUK") from
such Selling Stockholders. The Company issued the additional 12,845 Shares,
and such Shares were acquired by certain Selling Stockholders, in exchange for
the cancellation of options under the Employee Share Option Scheme of Catalina
Marketing UK, Ltd., the wholly-owned subsidiary of CMUK.
We have acted as counsel to the Company in connection with the preparation
of the Registration Statement.
In connection with this opinion, we have examined executed copies or
originals of:
(i) the Certificate of Incorporation, as amended, and the Bylaws of the
Company;
(ii) signed copies of the Registration Statement and all Exhibits thereto,
all as filed with the Securities and Exchange Commission on October 3,
1996;
(iii)minutes of the meetings of the Board of Directors of the Company; and
(iv) such other documents as we have deemed material to the opinion set
forth below.
The documents described in Paragraphs (i) through (iv) are herein
collectively called the "Company Documents."
We have reviewed certificates of public officials and of the Company,
statutes, records and other instruments and documents, as we have deemed
necessary to form a basis for the opinion hereinafter expressed.
In our examination of the Company Documents, we have assumed, without
independent investigation, (i) the genuineness of all signatures, and the
authority, of all persons or entities signing all documents examined by us and
(ii) the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all copies submitted to us as
certified, conformed or photostatic copies. We have relied, without
independent investigation or verification, upon statements and representations
of representatives of the Company and the Selling Stockholders and upon
certificates of officers of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly authorized, validly issued, fully paid and non-assessable.
<PAGE>
Catalina Marketing Corporation
October 3, 1996
Page 2
We hereby consent to the filing of this opinion as part of the Registration
Statement and to the use of our name therein and in the related Prospectus. In
giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
This opinion relates solely to the sale of the Shares pursuant to the
Registration Statement (and assumes such Registration Statement remains
effective at the time of sale and that there is no material change on such
date from the information provided to us as of the date hereof).
We do not express any opinion herein concerning the laws of any jurisdiction
other than the laws of the State of New York, the Delaware General Corporation
Law and applicable federal laws of the United States.
Very truly yours,
Paul, Hastings, Janofsky & Walker
LLP
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-3 of our
report dated April 24, 1996, included in Catalina Marketing Corporation's Form
10-K for the year ended March 31, 1996, and to all references to our firm
included in this registration statement.
/s/ Arthur Andersen LLP
-------------------------------------
Arthur Andersen LLP
Tampa, Florida
September 30, 1996
