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) February 11, 2005

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)	(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

N/A

(Former name or former address, if change 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:

¨ 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))

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement

Catalina Marketing Corporation (the “Company”) appointed Rick Frier as Executive Vice President of Finance and Accounting for Catalina Marketing Corporation, effective on or about March 7, 2005. Mr. Frier will serve in this capacity until the completion of a transition period that ends after the Company has filed its Annual Report on Form 10-K for its fiscal year 2005 with the Securities and Exchange Commission, at which time he will become the Company’s Executive Vice President and Chief Financial Officer. Robert D. Woltil will continue to serve as Interim Chief Financial Officer through the end of the transition period. The Company’s Annual Report on Form 10-K for its fiscal year 2005 is due on or before June 14, 2005.

Mr. Frier will receive base cash compensation at an annual rate of $335,000 and will be eligible to receive an annual target bonus of 65% of his base salary for the period beginning April 1, 2005 through March 31, 2006, with the opportunity to earn up to 1.5 times his annual target bonus. The Company will pay a sign-on bonus to Mr. Frier in the amount of $40,000. Subject to approval by the Company’s Board of Directors, Mr. Frier will be granted stock options to purchase 150,000 shares of the Company’s common stock at the stated fair market value determined at the first meeting of the Compensation Committee of the Board of Directors which is held subsequent to his hire date, and will vest over four years at 25% per year. The Company will reimburse Mr. Frier for other expenses incurred, including relocation. Mr. Frier would receive a special separation benefit of base salary continuation or lump sum payout at the Company’s discretion, should his employment be terminated, equal to the base salary he would have received over the twelve-month period had his employment not been terminated. The Company has agreed to pay Mr. Frier this special separation benefit in the event his employment is terminated for reasons other than for cause, as defined in the agreement. The separation benefit is equal to 1.0 times his annual compensation in effect when his employment ends.

The Company and Mr. Frier entered into a Change of Control Severance Agreement (“Change of Control Agreement”) in substantially the same form as with certain other of the Company’s executive officers. The Change of Control Agreement terminates in April, 2006. The Change of Control Agreement provides that if Mr. Frier’s employment is terminated by the Company or if Mr. Frier resigns for “good reason” (which includes, among other things, a reduction in base salary or a reduction in Mr. Frier’s title, position or responsibility) within two years after a change in control, Mr. Frier will receive severance benefits. Mr. Frier will also be entitled to severance benefits if after a “potential change in control” (which includes, among other things, the Company entering into an agreement that results in a change of control) but before a change of control actually occurs, his employment is terminated by the Company or he resigns for good reason. The severance benefit includes a cash lump-sum payment equal to 2.5 times Mr. Frier’s annual compensation then in effect. In addition, Mr. Frier will receive a cash lump-sum payment equal to the sum of any unpaid incentive compensation that has been allocated or awarded under any bonus or compensation plan. Mr. Frier will also be entitled to life, disability, accident and health insurance benefits provided to him and his spouse and any dependents for a specified number of years from the date that he is entitled to receive severance benefits. If any of Mr. Frier’s severance benefits are parachute payments as defined under the Internal Revenue Code, the Company has agreed to make additional payments to compensate Mr. Frier for his additional tax obligations.

For further information, reference is made to the letter of offer to Mr. Rick Frier dated February 9, 2005, which is attached hereto as Exhibit 10.1 and incorporated herein by reference, and to the Company’s press release dated February 15, 2005, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(c)

Catalina Marketing Corporation (the “Company”) appointed Rick Frier, age 43, as Executive Vice President of Finance and Accounting for Catalina Marketing Corporation, effective on or about March 7, 2005. Mr. Frier will serve in this capacity until the completion of a transition period that ends after the Company has filed its fiscal year 2005 Annual Report on Form 10-K with the Securities and Exchange Commission, at which time he will become the Company’s Executive Vice President and Chief Financial Officer. Robert D. Woltil will continue to serve as Interim Chief Financial Officer through the end of the transition period. The Company’s Annual Report on Form 10-K for its fiscal year 2005 is due on or before June 14, 2005.

Prior to joining the Company, Mr. Frier held the position of Chief Financial Officer and Chief Operating Officer of Mattress Discounters Corporation since November 2001. From May 2001 until October 2001, Mr. Frier was Consulting Chief Financial Officer for Elink Communications. From March 2000 until April 2001, Mr. Frier held the position of Executive Vice President and Chief Financial Officer for Concept Five Technologies.

For a brief description of the material terms of the employment arrangement between Mr. Frier and the Company, see Item 1.01 of this report, which is incorporated by reference into this Item 5.02(c).

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Description
10.1	Letter of offer to Mr. Rick Frier
99.1	Press Release of Catalina Marketing Corporation dated February 15, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused the undersigned to sign this report on the registrant’s behalf.

February 15, 2005	CATALINA MARKETING CORPORATION
	(Registrant)
		/s/ Deborah A. Booth
	Name:	Deborah A. Booth
	Title:	Executive Vice President, Business Support Services

Exhibit Index

Exhibit Number	Description
10.1	Letter of offer to Mr. Rick Frier
99.1	Press Release dated February 15, 2005

EX-10.1

Exhibit 10.1

February 9, 2005

Mr. Rick Frier

Dear Rick:

The purpose of this letter is to outline the terms of our offer for employment. I am pleased to offer you a position to join our Corporate Executive Team. Initially, you will hold the position of Executive Vice President, Finance and Accounting with the commitment that you will transition to the position of Executive Vice President and Chief Financial Officer upon the conclusion of a transition period which will be complete no later than five (5) days after the filing of the Company’s annual report for fiscal year ending March 31, 2005 with the Securities and Exchange Commission. You will be working out of the St. Petersburg, Florida corporate office reporting to me. We expect that you will start on or about March 7, 2005, with a base salary of $12,884.62 per pay period, paid biweekly, annualized at $335,000.

You are also eligible to receive an annual target bonus of 65% of your annual base salary, which is based upon the performance of the Company and will be influenced by your performance against objectives set by the Company. You will have the opportunity to earn up to 1.5 times your annual target bonus amount. The current practice is that bonuses are paid after the fiscal year has ended and you must be an employee at the time of payment to be eligible. You will be eligible to begin participation in the annual bonus plan effective April 1, 2005 for the fiscal year ending March 31, 2006. In addition, you will receive a sign-on bonus of $40,000 payable on the date you receive your first bi-weekly pay check.

You will receive, subject to the approval of the Compensation Committee of the Board of Directors’, a new hire stock option grant of 150,000 shares of common stock at the then fair market value determined at the first regularly scheduled meeting of the Compensation Committee which is held subsequent to your date of hire. These options will vest over 4 years at 25% per year beginning on the date the Compensation Committee approves the award. I am also pleased to inform you that at this position you would be eligible for consideration for allocations of additional equity which could be in the form of stock options and/or other forms of long term incentives as may be provided by the company and that the review for award consideration is usually made at the time following the next annual meeting of stockholders.

Your relocation to St. Petersburg, Florida will be supported by the Company pursuant to the terms of the attached relocation package. Reimbursement will only be made for actual incurred expenses that are eligible within Catalina’s relocation guidelines and within the stated time period. If you resign within one (1) year from the date of employment, or your employment is terminated for cause during such period, you will be required, upon termination, to reimburse Catalina Marketing for all relocation assistance provided by the Company.

As a condition of employment, you are required to execute the Company’s standard Confidentiality Agreement. A copy of the Confidentiality Agreement is enclosed with this letter.

It is agreed that you would receive a special separation benefit of base salary continuation or lump sum payout (at the Company’s discretion) should your employment be terminated by Catalina Marketing under certain conditions specified below. This benefit would pay an amount equal to the base salary you would have received over the following twelve (12) month period had your employment not been terminated. These separation benefits would be contingent upon signing a release satisfactory to the Company. You would not be eligible for payout of this benefit if your employment were terminated for Cause. Cause may include, but is not limited to,

conviction of a felony, actions against the Company that disparage, harm or injure the Company in any material way, violation of the Employee Confidentiality Agreement, material violations of stated Company policies and repeated failure to perform the duties of your position after written notification. In addition, we are providing you with a separate Change of Control agreement, a form of the agreement is attached hereto. This Change of Control agreement defines the separation benefits that apply under Change of Control, as that term is defined in the agreement.

Your insurance benefits will be effective the first of the month following one month of employment – May 1, 2005. The Human Resources Department will be pleased to review our benefits program with you and answer any questions. You will also be eligible to participate in the Catalina Executive Annual Physical program. In addition, you are also entitled to receive four weeks of vacation per year until such time as the standard Company policy would provide a greater benefit. Catalina will also reimburse you for actual incurred financial planning and/or tax preparation expenses up to $5,000 annually.

On your first day of work, you will need to furnish identification to verify your right to work in the United States. (Most employees provide a social security card and a valid driver’s license).

Catalina Marketing is a Drug-Free Workplace. As a candidate, you are required to submit to a urinalysis at a laboratory chosen by Catalina Marketing within five business days of receiving this letter, and by signing below, release Catalina Marketing Corporation and any of its subsidiaries from liability. Enclosed is a Chain of Custody form and instructions on the drug testing procedures. This offer of employment is contingent upon our receiving a negative drug test result.

Because Catalina Marketing Corporation is an “At Will” employer, please understand that the length of your employment is not guaranteed. Either party has the ability to terminate the relationship at any time for any reason. This represents the complete agreement between you and Catalina Marketing Corporation regarding the subject of job tenure.

You hereby represent and warrant (i) that your acceptance and performance under this Offer Letter will not violate any other agreements or arrangements that you have entered into with any other individual or entity, whether written or oral; and (ii) that you have and will continue to have the full right, power and authority to accept the terms of this offer letter and perform the services hereunder.

If you are agreeable to the above terms, please sign the enclosed copy of this letter and return it by facsimile to Human Resources at [XXXXX] and mail an original in the enclosed envelope to Human Resources by February 14, 2005.

Rick, I am truly excited about your candidacy. I believe we are building a committed, experienced, and energized executive team. On behalf of Catalina Marketing Corporation and the Executive Team, we hope you will be part of our future!

Sincerely,	ACCEPTANCE:
/s/ Dick Buell	/s/ Rick Frier
Dick Buell CEO	Rick Frier
	February 11, 2005
	Date

EX-99.1

Exhibit 99.1

NEWS        

INVESTOR CONTACT:

Bob Woltil

Interim Chief Financial Officer

(727) 579-5307

Joanne Freiberger

Vice President, Finance

(727) 579-5116

MEDIA CONTACT:

Michelle Bauer

Executive Director, Corporate Marketing

(727) 579-5129

Catalina Marketing Announces Appointment of

Rick Frier as Chief Financial Officer

ST. PETERSBURG, Fla., Feb 15, 2005 — Catalina Marketing Corporation (NYSE: POS) today announced that Rick Frier, 43, will join the company as executive vice president, finance and accounting, and will be appointed chief financial officer immediately following the company’s fiscal 2005 year end financial statement filings.

“We’re very excited to have Rick join Catalina’s management team,” said Dick Buell, chief executive officer of Catalina Marketing. “His broad financial and operations expertise will be of great value to the organization as we drive future growth.”

Frier was most recently chief financial officer and chief operating officer with Mattress Discounters, where he led the successful restructuring of the company’s operations and financials. He has also held chief financial officer positions with Concept Five Technologies and the Caliber Learning Network. Earlier in his career, Frier was vice president of finance and treasurer for Treasure Chest Advertising Company and assistant vice president, corporate banking for Wells Fargo Bank.

Frier will succeed Robert Woltil, who has been serving as Catalina Marketing’s interim chief financial officer since November 9, 2004. Woltil will remain with the company through June, until the year end filings are complete, to ensure the seamless transition of the role to Frier. “Bob Woltil has been an effective financial leader during our search for a permanent CFO,” Buell added. “We’re thankful to him for his excellent performance and appreciate his willingness to remain on board to complete the reporting of our year end results.”

Based in St. Petersburg, Fla., Catalina Marketing Corporation (http://www.catalinamarketing.com) was founded 20 years ago on the concept that targeted 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.