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As filed with the Securities and Exchange Commission on September 10, 1999.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CATALINA MARKETING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0499007
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11300 9TH STREET NORTH
ST. PETERSBURG, FLORIDA 33716-2329
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(Address of Principal Executive Offices) (Zip Code)
CATALINA MARKETING CORPORATION
1999 STOCK OPTION PLAN
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(Full title of the plan)
Please address a copy of all communications to:
Joseph P. Port Elizabeth Hardy Noe
Chief Financial Officer Paul, Hastings, Janofsky & Walker LLP
Catalina Marketing Corporation Suite 2400
11300 9th Street North 600 Peachtree Street, N.E.
St. Petersburg, FL 33716 Atlanta, Georgia 30308
(Name and address of agent for service) Telephone: (404) 815-2400
(727) 579-5000
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Offering Amount of Registration
be Registered Registered (2) Per Share (1) Price (1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 1,600,000 $ 88 $ 140,800,000 $ 39,142.40
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Preferred Stock 1,600,000
Purchase Rights (3)
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of
1933, as amended. The offering price is calculated pursuant to Rule 457(c)
based on the average of the high and low sales prices ($88 per share)
of the Common Stock of the Registrant on the New York Stock Exchange on
September 7, 1999.
(2) In addition to such shares, this Registration Statement covers an
indeterminate number of additional shares which may become subject to
options as a result of the adjustment provisions of the Catalina Marketing
Corporation 1999 Stock Option Plan and agreements. The registration fee is
calculated only on the stated number of shares.
(3) Rights are attached to and trade with the Common Stock of the Registrant.
Value attributable to such Rights, if any, is reflected in the market
price of the Common Stock; therefore, no additional registration fee is
required.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance
with Rule 428 under the Securities Act of 1933 (the "Securities
Act") and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
(a) The Registrant's latest annual report on Form 10-K for the fiscal
year ended March 31, 1999 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's
annual report referred to in (a) above; and
(c) The description of the Registrant's common stock, par value $.01
(the "Common Stock"), which is contained in its registration statement on Form
8-A filed under Section 12 of the Exchange Act, including any amendments or
reports filed for the purpose of updating such descriptions.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in the documents
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference 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 Registration
Statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant'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 Registrant 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
Registrant 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 Registrant, 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 Registrant has entered into
agreements with its directors and officers that require the Registrant 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
Registrant, 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
Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits filed as part of this Registration Statement are as
follows:
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Exhibit Number Description of Exhibit
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<S> <C>
4 Catalina Marketing Corporation 1999 Stock Option Plan.*
5 Opinion of Paul, Hastings, Janofsky & Walker LLP as to the
legality of the Common Stock registered hereunder.
15 Acknowledgment of Arthur Andersen LLP, Independent
Certified Public Accountants, relating to the use of their
report contained in the Registrant's quarterly report
filed on Form 10-Q as for the quarter ended June 30, 1999.
23.1 Consent of Arthur Andersen LLP, Independent Certified
Public Accountants, relating to the use of their report
contained in Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 1999.
23.3 Consent of Paul, Hastings, Janofsky & Walker LLP to the
filing and use of their opinion relating to the legality
of the securities. Such consent is contained in their
opinion filed as Exhibit 5 to this Registration Statement.
24 Power of Attorney authorizing Joseph P. Port and Daniel D.
Granger to sign amendments to this Registration Statement
on behalf of officers and directors of the Registrant
(contained on signature page of Registration Statement).
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* Incorporated by reference in the Registrant's previously filed Form 10-Q as
for the quarter ended June 30, 1999.
ITEM 9. 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 to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement.
(2) That, for purposes 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 the initial bona fide
offering thereof.
(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 that is incorporated by reference in the registration 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to provisions pursuant to which the directors,
officers or controlling persons may be indemnified by the registrant 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 Securities 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 submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg, State of Florida, on this tenth day
of September, 1999.
CATALINA MARKETING CORPORATION
BY: /S/ JOSEPH P. PORT
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JOSEPH P. PORT
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph P. Port and David D. Granger,
jointly and severally, his or her attorney-in-fact, with power of substitution
for him in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with the exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
/s/ George W. Off September 10, 1999
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GEORGE W. OFF Date
CHAIRMAN OF THE BOARD OF DIRECTORS
/s/ Daniel D. Granger September 10, 1999
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DANIEL D. GRANGER Date
PRESIDENT, CHIEF EXECUTIVE
OFFICER AND DIRECTOR
/s/ Joseph P. Port September 10, 1999
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JOSEPH P. PORT Date
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
/s/ Tamara L. Zeph September 10, 1999
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TAMARA L. ZEPH Date
CORPORATE CONTROLLER AND
PRINCIPAL ACCOUNTING OFFICER
/s/ Frank H. Barker September 10, 1999
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FRANK H. BARKER Date
DIRECTOR
/s/ Frederick W. Beinecke September 10, 1999
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FREDERICK W. BEINECKE Date
DIRECTOR
(Signatures continued on next page)
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(Signatures continued from preceding page)
/s/ Patrick W. Collins September 10, 1999
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PATRICK W. COLLINS Date
DIRECTOR
/s/ Stephen L. D'Agostino September 10, 1999
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STEPHEN L. D'AGOSTINO Date
DIRECTOR
/s/ Thomas W. Smith September 10, 1999
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THOMAS W. SMITH Date
DIRECTOR
/s/ Michael B. Wilson September 10, 1999
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MICHAEL B. WILSON Date
DIRECTOR
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EXHIBIT INDEX
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Exhibit Description
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<S> <C>
4 Catalina Marketing Corporation 1999 Stock Option Plan.*
5 Opinion of Paul, Hastings, Janofsky & Walker LLP as to the
legality of the Common Stock registered hereunder.
15 Acknowledgment of Arthur Andersen LLP, Independent
Certified Public Accountants, relating to the use of their
report contained in the Registrant's quarterly report
filed on Form 10-Q as for the quarter ended June 30, 1999.
23.1 Consent of Arthur Andersen, LLP, Independent Certified
Public Accountants, relating to the use of their report
contained in Registrant's Annual Report on Form 10-K for
the fiscal year ended March 31, 1999.
23.3 Consent of Paul, Hastings, Janofsky & Walker LLP to the
filing and use of their opinion relating to the legality
of the securities. Such consent is contained in their
opinion filed as Exhibit 5 to this Registration Statement.
24 Power of Attorney authorizing Daniel D. Granger and Joseph
P. Port to sign amendments to this Registration Statement
on behalf of officers and directors of the Registrant
(contained on signature page of Registration Statement).
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* Incorporated by reference in the Registrant's previously filed Form 10-Q
as for the quarter ended June 30, 1999.
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EXHIBIT 5
September 10, 1999
Catalina Marketing Corporation
11300 9th Street North
St. Petersburg, Florida 33716-2329
Re: Catalina Marketing Corporation
1999 Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel for Catalina Marketing Corporation, a Delaware corporation
(the "Company"), you have requested our opinion in connection with the
preparation and filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") registering
1,600,000 shares of the Company's common stock, $0.01 par value per share for
issuance upon the exercise of options granted pursuant to the Company's 1999
Stock Option Plan.
We have examined such records and documents and made such examination
of law as we have deemed relevant in connection with this opinion. Based on the
foregoing, we are of the opinion that the 1,600,000 shares covered by said
Registration Statement, when issued and paid for in accordance with the terms
of the 1999 Stock Option Plan and the applicable stock option agreements, will
be legally issued, fully-paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement on Form S-8 of Catalina Marketing
Corporation.
Respectfully submitted,
Paul, Hastings, Janofsky & Walker LLP
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EXHIBIT 15
September 3, 1999
Catalina Marketing Corporation
11300 9th Street North
St. Petersburg, Florida 33716
Catalina Marketing Corporation:
We are aware that Catalina Marketing Corporation has incorporated, by reference
in this Registration Statement, its Form 10-Q for the quarter ended June 30,
1999, which includes our report dated July 13, 1999, covering the unaudited
interim financial information contained therein. Pursuant to Regulation C of
the Securities Act of 1933 (the Act), that report is not considered a part of
the registration statement prepared or certified by our firm or a report
prepared or certified by our firm within the meaning of Sections 7 and 11 of
the Act.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
April 29, 1999, included in Catalina Marketing Corporation's Form 10-K for the
year ended March 31, 1999, and to all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Tampa, Florida
September 3, 1999
