8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
October 2, 2003

Commission File Number: 1-11008

CATALINA MARKETING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	33-0499007 (I.R.S. Employer Identification Number)
200 Carillon Parkway, St. Petersburg, Florida (Address of Principal Executive Offices)	33716-2325 (Zip Code)

Registrant’s Telephone Number, Including Area Code: (727) 579-5000

TABLE OF CONTENTS

	Item 4. Changes in Registrant’s Certifying Accountant
	Item 7. Exhibits and Financial Statements
SIGNATURES
Ex-99 Press Release

TABLE OF CONTENTS

Item 4.	Changes in Registrant’s Certifying Accountant	2
Item 7.	Exhibits and Financial Statements	2
Signatures		3
Exhibit 99.1	Press Release dated October 2, 2003

Item 4. Changes in Registrant’s Certifying Accountant

On October 2, 2003, the Audit Committee of Catalina Marketing Corporation (the “Registrant”) appointed PricewaterhouseCoopers LLP (“PwC”) as the Registrant’s independent auditors. A copy of the press release announcing the engagement of PwC is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

During the two most recent fiscal years and through the date of this Current Report on Form 8-K, the Registrant did not consult PwC regarding (i) the application of accounting principles to a specific completed or contemplated transaction; or the type of audit opinion that might be rendered on the Registrant’s consolidated financial statements, and neither a written report was provided to the Registrant nor oral advice was provided that PwC concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 7. Exhibits and Financial Statements

     Exhibit 99.1 – Press Release

2

SIGNATURES

October 8, 2003	CATALINA MARKETING CORPORATION
	(Registrant)
	/s/ Christopher W. Wolf
	Christopher W. Wolf Executive Vice President and Chief Financial Officer (Authorized officer of Registrant and principal financial officer)

3 EX-99 3 g85204exv99.htm EX-99 PRESS RELEASE

Exhibit 99.1

(Catalina Marketing Logo) NEWS

FOR IMMEDIATE RELEASE

INVESTOR CONTACTS:

Christopher W. Wolf

Executive Vice President and Chief Financial Officer
(727) 579-5218

Joanne Freiberger
Vice President, Finance
(727) 579-5116

MEDIA CONTACT:

Susan Gear
Executive Director, Marketing
(727) 579-5452

CATALINA MARKETING RETAINS PRICEWATERHOUSECOOPERS
AS ITS INDEPENDENT AUDITORS

ST.     PETERSBURG, Fla., October 2, 2003 — Catalina Marketing Corporation (NYSE: POS) announced today that PricewaterhouseCoopers LLP (PwC) has been engaged as the company’s independent auditors. The decision to retain PwC comes after a thorough selection process and was based on the unanimous recommendation of the Audit Committee, with the consent of the board of directors.

PricewaterhouseCoopers will re-audit Catalina Marketing’s results for the years ended March 31, 2001 and 2002, and will also audit fiscal year 2003. Upon completion of these audits, PwC will review the company’s quarterly financial reports for fiscal 2004. While the audit process is expected to begin soon, the time required to complete the audits has not yet been determined.

“We are pleased to have retained PricewaterhouseCoopers and look forward to working with them to resolve the company’s financial reporting issues. PwC’s reputation for audit quality and accounting practice leadership were important factors in the company’s selection,” said Frank Barker, co-chair of the Audit Committee. “The company’s board of directors and management are fully committed to support PwC’s work and findings.” Based in St. Petersburg, Fla., Catalina Marketing Corporation (www.catalinamarketing.com) provides a wide range of behavior-based marketing services for manufacturers and retailers. These behavior-based marketing services are provided by interrelated operating groups that strive to influence purchase behavior of consumers wherever and whenever they make purchase decisions.

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POS Retains Independent Auditors
Page 2

Through these operating groups, Catalina Marketing Corporation is able to reach consumers internationally and domestically — in-store, using incentives, loyalty programs and advertising messages, and at-home, through direct mail and sampling. Personally identifiable data that may be collected from the company’s targeted marketing programs, as well as its research programs, is never sold or given to any outside party without the express permission of the consumer.

Certain statements in the preceding paragraphs are forward looking, and actual results may differ materially. Statements not based on historic facts involve risks and uncertainties, including, but not limited to, the changing market for promotional activities, especially as it relates to policies and programs of packaged goods and pharmaceutical manufacturers for the issuance of certain product coupons and other promotions, the effect of economic and competitive conditions and seasonal variations, actual promotional activities and programs with the company’s customers, the pace of installation of the company’s store network, the policies and programs of the company’s retail partners, the success of new services and businesses and the pace of their implementation, and the company’s ability to maintain favorable client relationships.

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EX-99

Ex-99 Press Release