-----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, Myd/bWNg+oCJb2VUkVC6fB2r84GeXbZguoBpAk3uV58hQbkdES/DJcuAr7n3sMSJ KcuuHBhx8FDqaEFC8RQVYQ== 0001116679-04-002255.txt : 20041110 0001116679-04-002255.hdr.sgml : 20041110 20041109173311 ACCESSION NUMBER: 0001116679-04-002255 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041109 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041110 DATE AS OF CHANGE: 20041109 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: 041130840 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 NOVEMBER 9, 2004 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): November 9, 2004 ----------------- Catalina Marketing Corporation ------------------------------ (Exact Name of Registrant as specified in its charter) Delaware 1-11008 33-0499007 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 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 --------------- N/A ------- (Former name or former address, if changed since last report): 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On November 9, 2004, Catalina Marketing Corporation (the "Company") announced that Christopher W. Wolf, the Company's Executive Vice President and Chief Financial Officer, will be stepping down as Chief Financial Officer, and leaving the Company as of November 30, 2004. The Board of Directors of the Company has approved the appointment of Robert D. Woltil to serve as the Interim Chief Financial Officer of the Company, effective immediately as of the date of the announcement described above. Mr. Woltil, age 50, has worked for Woltil Consulting, LLC since 2001 as a self-employed consultant to companies in the areas of organizational structure and financial restructuring. From 1996 to 2001, Mr. Woltil served as the Chief Financial Officer of Sun Healthcare Group, Inc., an integrated provider of health care services with operations around the world. Mr. Woltil was employed by Beverly Enterprises, Inc. ("Beverly") from 1982 to 1996. From 1995 to 1996, he served as the President and Chief Executive Officer of Pharmacy Corporation of America, a distributor of prescription drugs and a subsidiary of Beverly, and from 1992 to 1995 he served as the Executive Vice President and Chief Financial Officer of Beverly, which owned a chain of heath care facilities. Mr. Woltil will be employed at an annualized salary of $264,000 on an "at will" basis. The Company will also pay to Tatum Partners, an executive services agency, $5,500 per month during Mr. Woltil's employment with the Company. For further information, reference is made to the Company's press release dated November 9, 2004, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description -------------- ----------- 99.1* Press Release of Catalina Marketing Corporation dated November 9, 2004 *filed herewith 2 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/ L. Dick Buell --------------------------------------- Name: L. Dick Buell Title: Chief Executive Officer and Director Date: November 9, 2004 3 Exhibit Index Exhibit Number Description -------------- ----------- 99.1* Press Release of Catalina Marketing Corporation dated November 9, 2004 *filed herewith 4 EX-99 2 ex99-1.txt EX. 99.1 - PRESS RELEASE Exhibit 99.1 [CATALINA MARKETING LOGO] NEWS INVESTOR CONTACT: Joanne Freiberger Vice President, Finance (727) 579-5116 MEDIA CONTACT: Rachel Keener Corporate Communications Manager (727) 579-5224 CATALINA MARKETING ANNOUNCES DEPARTURE OF CHRISTOPHER W. WOLF, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER ST. PETERSBURG, Fla., November 9, 2004, -- Catalina Marketing Corporation (NYSE: POS) today announced that Christopher W. Wolf, executive vice president and chief financial officer, will be stepping down as CFO and leaving the company as of November 30, 2004. "Chris Wolf's dedication and professional expertise were critical to the company successfully completing its recent financial accounting restatements. Chris' work during his eight-year tenure is very much appreciated, as well as his commitment to work with the organization through a transition period. We wish Chris good luck in his future endeavors," said Frederick W. Beinecke, chairman of the board of directors for Catalina Marketing. Effective immediately, Catalina Marketing has appointed Mr. Robert Woltil as interim chief financial officer. Recently working as a financial consultant, Mr. Woltil brings 30 years of business management experience to the organization, with 24 years focused primarily in finance and accounting. Having served in roles such as chief executive officer, chief financial officer and vice president of financial planning and control, Mr. Woltil has developed extensive knowledge in the areas of financial management, restructuring, organizational development and process design. "We are pleased to have Mr. Woltil's services directing the financial aspects of the company in this transitional period as we finalize the process of appointing a permanent CFO," said Dick Buell, chief executive officer. 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 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. ### -----END PRIVACY-ENHANCED MESSAGE-----