UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): September 28, 2004
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COACTIVE MARKETING GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20394 06-1340408
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
415 Northern Blvd., Great Neck, New York 11021
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (516) 622-2800
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(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:
[ ] 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.
(b) On September 28, 2004, Paul A. Amershadian resigned as a
director of CoActive Marketing Group, Inc. (the "Company"), so that the Company
would be in compliance with Rule 4350(c)(1) of The Nasdaq Stock Market, Inc.
("Nasdaq") which provides that a majority of the Board of Directors of Nasdaq
listed companies must be comprised of independent directors (as defined by
Nasdaq).
Item 8.01 Other Events.
On September 28, 2004, the Company issued a press release
announcing that it held its annual meeting and confirming previously issued
earnings guidance. A copy of the press release is attached as Exhibit 99 to this
report.
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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.
Date: September 28, 2004
COACTIVE MARKETING GROUP, INC.
By: /s/ Donald A. Bernard
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Donald A. Bernard,
Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
No. Description
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Exhibit 99 Press Release dated September 28, 2004.
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