-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SFBIpu3xI6pK0FJ/eJDMpjwG16kt2rq9cTvMLDoaaZIUUxqoorJtwAY1iTe24LBn 0DnaFbOiMTLmG9pOVtY+OA== 0001116679-03-002018.txt : 20030826 0001116679-03-002018.hdr.sgml : 20030826 20030825211555 ACCESSION NUMBER: 0001116679-03-002018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030820 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATALINA MARKETING CORP/DE CENTRAL INDEX KEY: 0000883977 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 330499007 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11008 FILM NUMBER: 03865314 BUSINESS ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 BUSINESS PHONE: 7275795000 MAIL ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 8-K 1 cat8k.txt - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 20, 2003 Catalina Marketing Corporation (Exact name of registrant as specified in its charter) Delaware 1-11008 33-0499007 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
200 Carillon Parkway 33716-2325 St. Petersburg, Florida (Zip Code) (Address of principal executive offices) (727) 579-5000 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 4. Changes in Registrant's Certifying Accountants On August 20, 2003, Ernst & Young LLP ("E&Y") notified the Company that E&Y was resigning as the Company's independent certified public accountants effective immediately. E&Y was engaged on May 20, 2002, to conduct an audit of the Company's consolidated financial statements for the year ending March 31, 2003. However, E&Y did not complete its audit of such financial statements prior to its resignation and, therefore, never rendered any report thereon. From the date of E&Y's engagement through the date of its resignation, there were no "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K, or disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to E&Y's satisfaction, would have caused them to make reference to the subject matter in connection with any reports they may have rendered on the Company's consolidated financial statements, except as described below: E&Y informed the Company's management, its Audit Committee, and its Board of Directors that certain matters had come to E&Y's attention that if further investigated may materially impact the fairness and reliability of previously issued financial statements and the report thereon of predecessor auditors, the previously filed unaudited interim financial statements and the reports thereon, and financial statements to be issued covering subsequent periods. As a result of these matters, E&Y also informed the Company that it was unwilling to be associated with any of the Company's financial statements until these matters were resolved to their satisfaction and would need to expand significantly the scope of its audit. Specifically, in connection with its audit of the Company's consolidated financial statements for the year ended March 31, 2003, which E&Y commenced but was unable to complete prior to its resignation and prior to the satisfactory resolution of these matters, E&Y raised questions with respect to several matters and whether the accounting for such matters was in accordance with generally accepted accounting principles, as follows: (i) the timing of the Company's accounting for revenues derived from its customer arrangements in the Catalina Health Resource division in light of the discovery by the Company's management of certain agreements with customers that were not reflected in the written agreement and/or appropriately considered in connection with the Company's accounting for the arrangements, and certain other elements of one significant multi-year arrangement, (ii) the timing of the Company's accounting with respect to revenue recognition in the Catalina Health Resource division and the Catalina Manufacturer Services division to the extent that certain customer contracts had not been executed by both parties during the period in which the revenue was first recognized for such contracts, (iii) the timing of the Company's accounting treatment of its customer arrangements in the Catalina Manufacturer Services division and in the Catalina Health Resource division with respect to certain exclusivity rights granted to customers for the contractual periods of its arrangements, (iv) the Company's accounting treatment for certain non-cash transactions in the Catalina Retail Services division, and (v) the Company's disclosure of segment information for financial reporting. Beginning in June 2003, the Company initiated discussions with the staff of the Securities and Exchange Commission to advise them of certain of these matters. The Company is currently evaluating these matters in order to estimate the amount of changes to its previously filed financial statements and financial statements to be issued covering subsequent periods that will result from the above-described matters. Accordingly, the Company's previously filed financial statements, including the associated audit opinions and review reports of its independent accountants, should not be relied upon until the Company's review is complete. 2 The Company has authorized E&Y to respond fully to any inquiries of the successor accountants, when appointed, concerning these matters. A copy of the letter from E&Y to the Securities and Exchange Commission dated August 25, 2003, stating whether or not it agrees with the above statements is included as Exhibit 16.1 to this report. The Company's Audit Committee has begun the process of selecting new independent certified public accountants and will file a Form 8-K upon the engagement of a new auditing firm. Item 7. Financial Statements and Exhibits EXHIBIT NO. DESCRIPTION OF DOCUMENT - -------------------------------------------------------------------------------- 16* Letter from Ernst & Young LLP to the Securities and Exchange Commission dated August 25, 2003 99.1* Press Release dated August 25, 2003 * filed herewith 3 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 hereunto duly authorized. Catalina Marketing Corporation By: /s/ Christopher W. Wolf ------------------------------------ Christopher W. Wolf Executive Vice President and Chief Financial Officer Date: August 25, 2003 4 Index to Exhibits ----------------- EXHIBIT NO. DESCRIPTION OF DOCUMENT - -------------------------------------------------------------------------------- 16* Letter from Ernst & Young LLP to the Securities and Exchange Commission dated August 25, 2003 99.1* Press Release dated August 25, 2003 * filed herewith 5 EX-16 3 ex16-1.txt EX. 16.1 Exhibit 16.1 August 25, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4 of Form 8-K dated August 20, 2003, of Catalina Marketing Corporation and are in agreement with the statements contained in the first through fifth, seventh and eighth paragraphs on pages one and two therein. We have no basis to agree or disagree with other statements of the registrant contained in sixth and ninth paragraphs on pages one and two of the above referenced filing. /s/ Ernst & Young LLP EX-99 4 ex99-1.txt EX. 99.1: PRESS RELEASE Exhibit 99.1 [CATALINA MARKETING LOGO] NEWS CONTACT: FOR IMMEDIATE RELEASE Christopher W. Wolf Chief Financial Officer (727) 579-5218 Joanne Freiberger Vice President, Finance (727) 579-5116 CATALINA MARKETING ANNOUNCES RESIGNATION OF INDEPENDENT AUDITORS ST. PETERSBURG, Fla., August 25, 2003 - Catalina Marketing Corporation (NYSE: POS) announced today that Ernst & Young LLP has resigned as the company's independent auditors, effective August 20, 2003. The company's audit committee has begun the process of conducting its search for and interviewing new independent auditors to audit the company's fiscal year 2003, including the finalization of the proper accounting treatment for the revenue recognition accounting issues previously disclosed. The company expects to file a report on Form 8-K with the Securities and Exchange Commission today to report the auditor resignation and disclose certain "reportable events" identified by Ernst & Young LLP to the company. The company is already reviewing the accounting issues underlying the reportable events, and it will address all such issues, as appropriate, with its new auditor. The accounting issues that give rise to the "reportable events" that will be described in the Form 8-K filing are as follows: (i) the timing of the company's accounting for revenues derived from its customer arrangements in the Catalina Health Resource division in light of the discovery by the company's management of certain agreements with customers that were not reflected in the written agreement and/or appropriately considered in connection with the company's accounting for the arrangements, and certain other elements of one significant multi-year arrangement, (ii) the timing of the company's accounting with respect to revenue recognition in the Catalina Health Resource division and the Catalina Manufacturer Services division to the extent that certain customer contracts had not been executed by both parties during the period in which the revenue was first recognized, (iii) the timing of the company's accounting treatment of its customer arrangements in the Catalina Manufacturer Services division and in the Catalina Health Resource division with respect to certain exclusivity rights granted to customers for the contractual periods of its arrangements, (iv) the company's accounting treatment for certain non-cash transactions in the Catalina Retail Services division, and (v) the company's disclosure of segment information for financial reporting. - More - POS announces resignation of auditor Page 2 As noted, the company is continuing to evaluate the timing issues related to revenue recognition at CHR and its base business and is evaluating the impact of the reportable events identified by Ernst & Young LLP. Due to the ongoing review, the company has delayed the filing of its annual report on Form 10-K for fiscal 2003, ended March 31, 2003, and its quarterly report on Form 10-Q for the first quarter of fiscal 2004, ended June 30, 2003. Previously filed financial statements of the company, including the associated audit opinions and review reports of the company's independent accountants, should not be relied upon until the company's review is complete. Daniel D. Granger, Chairman and Chief Executive Officer commented, "While the resignation of Ernst & Young is unfortunate, the company will continue to dedicate the necessary resources to resolve these issues as quickly as possible. We expect to engage a new independent auditor in the near future and will announce the engagement as soon as the search process is complete. In the meantime, we are maintaining the focus on our key business strategies and the performance of our day to day business operations. It is important to emphasize that the accounting issues do not have any impact on the health of our businesses overall. We are the leaders in behavior-based marketing services, and intend to maintain our leadership position." 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. 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. ### -----END PRIVACY-ENHANCED MESSAGE-----