Catalina Marketing Corp/De (Other) (S-8 POS)
02 October 2007 - 6:49AM
Edgar (US Regulatory)
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)
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Delaware
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33-0499007
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(State or other jurisdiction of
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(IRS Employer Identification No.)
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incorporation or organization)
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200 Carillon Parkway, St. Petersburg, Florida
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33716
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(Address of Principal Executive Offices)
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(Zip Code)
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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)
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Please address a copy of all communications to:
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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)
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Richard Capelouto, Esq.
Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, CA 94304
(650) 251-5000
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(727) 579-5000
(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.
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.
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CATALINA MARKETING CORPORATION
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By:
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/s/ Rick P. Frier
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Name:
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Rick P. Frier
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Title:
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Executive Vice President and
Chief Financial Officer
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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.
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/s/ Rick P. Frier
Rick P. Frier
Executive Vice President and Chief Financial Officer
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10/1/07
Date
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/s/ Frederick W. Beinecke
Frederick W. Beinecke
Chairman of the Board of Directors
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10/1/07
Date
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/s/ L. Dick Buell
L. Dick Buell
Chief Executive Officer and Director
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10/1/07
Date
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/s/ Eugene P. Beard
Eugene P. Beard
Director
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10/1/07
Date
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/s/ Evelyn V. Follit
Evelyn V. Follit
Director
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10/1/07
Date
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/s/ Peter T. Tattle
Peter T. Tattle
Director
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10/1/07
Date
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(Signatures continued on next page)
(Signatures continued from prior page)
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/s/ Edward S. Dunn, Jr.
Edward S. Dunn, Jr.
Director
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9/26/07
Date
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/s/ Robert G. Tobin
Robert G. Tobin
Director
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9/26/07
Date
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/s/ Jeffrey W. Ubben
Jeffrey W. Ubben
Director
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9/26/07
Date
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