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) September 1, 2004

CATALINA MARKETING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation)	1-11008 (Commission File Number)	33-0499007 (I.R.S. Employer Identification Number)
200 Carillon Parkway, St. Petersburg, Florida		33716-2325
(Address of Principal Executive Offices)		(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 8.01	Other Events
Item 9.01	Financial Statements and Exhibits
EX-99.1 Press Release dated September 1, 2004

     

Item 8.01 Other Events

     On September 1, 2004, Catalina Marketing Corporation announced that its board of directors has authorized $100 million of funds to be available for the repurchase of the company’s common stock. This authorization replaces the $44 million unused portion of the previous $100 million common stock repurchase program authorized by the board in July 2002. The company last purchased shares in June 2003. Subsequent to June 2003, the company was precluded from stock repurchases under the terms of its previous bank credit facility. The credit facility was replaced on August 27, 2004, and the company is no longer restricted from repurchases of its common stock.

     Also on September 1, 2004, the company announced that the board of directors declared an annual cash dividend to common shareholders of $0.30 per share. The dividend will be paid on October 1, 2004 to shareholders of record as of September 15, 2004.

Item 9.01 Financial Statements and Exhibits

     A copy of the company’s press release issued on September 1, 2004 announcing the authorization of funds to be available for repurchases of company common stock and announcing the declaration of the annual cash dividend is furnished in this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements 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.

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)

Date: September 1, 2004      

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated September 1, 2004

EX-99.1

Exhibit 99.1

INVESTOR CONTACT:
Christopher W. Wolf
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 INCREASES STOCK REPURCHASE AUTHORIZATION TO $100
MILLION AND DECLARES FIRST CASH DIVIDEND

ST. PETERSBURG, FL, September 1, 2004 — Catalina Marketing Corporation (NYSE: POS) announced that its board of directors has authorized $100 million of funds to be available for the repurchase of the company’s common stock. This authorization replaces the $44 million unused portion of the $100 million repurchase program authorized by the board in July 2002. The company last purchased shares in June 2003 and had not repurchased any shares during the current fiscal year as it was precluded from doing so under its previous bank credit facility. The credit facility was replaced on August 27, 2004 and the company is no longer under restrictions regarding the repurchase of its common stock.

In addition, the company announced that its board of directors has declared an annual cash dividend to shareholders of $0.30 per share. This is the first time in the company’s history that it will be paying a cash dividend. The dividend will be paid on October 1, 2004 to shareholders of record as of September 15, 2004.

Frederick W. Beinecke, Catalina’s chairman of the board of directors and chairman of the company’s finance committee, commented, “The board of directors’ decision to declare a cash dividend and increase the level of authority under the share repurchase program reflects our level of confidence in Catalina’s consistent ability to generate significant cash flows and achieve ongoing strong financial performance. The dividend and share repurchase authority are consistent with the company’s strategy to focus on, and enhance, the company’s long-term value for its shareholders. We are confident that the company will continue to have sufficient resources to actively invest in strategic initiatives to drive future growth.”

Based in St. Petersburg, FL, Catalina Marketing Corporation (www.catalinamarketing.com) was founded 20 years ago based on the premise that targeting communications based on actual purchase behavior would generate more effective consumer response. Today, Catalina Marketing combines unparalleled insight into consumer behavior with dynamic consumer access. This combination of insight and access provides marketers with the ability to execute behavior-based marketing programs, ensuring that the right consumer receives the right message at exactly the right time. Catalina Marketing offers an array of behavior-based promotional messaging, loyalty programs and direct-to-patient information. Personally identifiable data that may be collected from the company’s targeted marketing programs, as well as its research programs, are 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 and retailers, government and regulatory statutes, rules, regulations and policies, 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 success of new services and businesses and the pace of their implementation, the company’s ability to maintain favorable client relationships, the timing of the completion of the company’s future SEC filings, the outcome and impact of an ongoing SEC investigation into certain of the company’s prior fiscal years, and the outcome and impact of the pending shareholder class action and derivative lawsuits.

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