Catalina Marketing Corp/De (Other) (S-8 POS)

 

 

 

As filed with the Securities and Exchange Commission on October 1, 2007.

Registration Nos. 033-46793; 033-82456;
333-07525; 333-86905; 333-103631; 333-103632; 333-120940

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendments to

FORM S-8

REGISTRATION STATEMENTS UNDER THE
SECURITIES ACT OF 1933

CATALINA MARKETING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		33-0499007
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

200 Carillon Parkway, St. Petersburg, Florida		33716
(Address of Principal Executive Offices)		(Zip Code)

CATALINA MARKETING CORPORATION 2004 EMPLOYEE PAYROLL DEDUCTION
STOCK PURCHASE PLAN

CATALINA MARKETING CORPORATION 2002 DIRECTOR STOCK GRANT PLAN

CATALINA MARKETING CORPORATION 1999 STOCK OPTION PLAN

CATALINA MARKETING CORPORATION DEFERRED COMPENSATION PLAN

CATALINA MARKETING CORPORATION 1989 STOCK OPTION PLAN

CATALINA MARKETING CORPORATION 1984 STOCK INCENTIVE PLAN

CERTAIN NON-STATUTORY STOCK OPTION AGREEMENTS

(Full titles of the plans)

		Please address a copy of all communications to:
Rick P. Frier Executive Vice President and Chief Financial Officer Catalina Marketing Corporation 200 Carillon Parkway St. Petersburg, FL 33716 (Name and address of agent for service)		Richard Capelouto, Esq. Simpson Thacher & Bartlett LLP 2550 Hanover Street Palo Alto, CA 94304 [phone]
[phone] (Telephone number, including area code, of agent for service)

 

 

 

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Explanatory Note: Deregistration of Securities

This Post-Effective Amendment constitutes Post-Effective Amendment No. 1 to each of the following Registration Statements filed on Form S-8 (collectively, the “Registration Statements”):

1) Registration Statement No. 033-46793, initially filed by the Registrant on Form S-8 on March 27, 1992, registering 1,707,094 shares of common stock, par value $.01 per share (“Common Stock”) of Catalina Marketing Corporation (the “Company”);

2) Registration Statement No. 033-82456, initially filed by the Registrant on Form S-8 on August 5, 1994, registering 1,150,000 shares of Common Stock;

3) Registration Statement No. 333-07525, initially filed by the Registrant on Form S-8 on July 3, 1996, registering 350,000 shares of Common Stock;

4) Registration Statement No. 333-86905, initially filed by the Registrant on Form S-8 on September 10, 1999, registering 1,600,000 shares of Common Stock;

5) Registration Statement No. 333-103631, initially filed by the Registrant on Form S-8 on March 6, 2003, registering 5,100,000 shares of Common Stock;

6) Registration Statement No. 333-103632, initially filed by the Registrant on Form S-8 on March 6, 2003, registering 250,000 shares of Common Stock; and

7) Registration Statement No. 333-120940, initially filed by the Registrant on Form S-8 on December 2, 2004, registering 1,300,000 shares of Common Stock.

On October 1, 2007 (the “Closing Date”), pursuant to an Agreement of Merger, dated as of April 17, 2007, among the Company, Checkout Holding Corp. and Checkout Acquisition Corp. (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger. In connection with the Merger and pursuant to the undertaking contained in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Company hereby files this Post-Effective Amendment to the Registration Statements on Form S-8 to remove from registration all of the securities registered but unsold under the Registration Statements as of the Closing Date.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on this 1st day of October, 2007.

	CATALINA MARKETING CORPORATION
	By:	/s/ Rick P. Frier
		Name:	Rick P. Frier
		Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.

/s/ Rick P. Frier   Rick P. Frier Executive Vice President and Chief Financial Officer		10/1/07   Date
/s/ Frederick W. Beinecke   Frederick W. Beinecke Chairman of the Board of Directors		10/1/07   Date
/s/ L. Dick Buell   L. Dick Buell Chief Executive Officer and Director		10/1/07   Date
/s/ Eugene P. Beard   Eugene P. Beard Director		10/1/07   Date
/s/ Evelyn V. Follit   Evelyn V. Follit Director		10/1/07   Date
/s/ Peter T. Tattle   Peter T. Tattle Director		10/1/07   Date

(Signatures continued on next page)

 

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(Signatures continued from prior page)

/s/ Edward S. Dunn, Jr.   Edward S. Dunn, Jr. Director		9/26/07   Date
/s/ Robert G. Tobin   Robert G. Tobin Director		9/26/07   Date
/s/ Jeffrey W. Ubben   Jeffrey W. Ubben Director		9/26/07   Date