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): February 2, 2005
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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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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 240.13c-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(d) On February 2, 2005, Marc C. Particelli and Paul A. Amershadian
were appointed to the Board of Directors of CoActive Marketing Group, Inc. (the
"Company").
Mr. Particelli was the Chief Executive Officer of Modem Media, an
interactive marketing services firm, prior to its acquisition by Digitas in
October 2004. Earlier, Mr. Particelli was a partner at Oak Hill Capital
Management, a private equity investment firm, and lead director at Odyssey
Partners L.P., a hedge fund. Prior to entering the private equity business, Mr.
Particelli spent 20 years with Booz Allen where he helped create the Marketing
Industries Practice and led its expansion across Europe, Asia and South America.
As an independent director, it is expected that Mr. Particelli will be
appointed to one or more of the Committees of the Company's Board of Directors.
Any such appointment will be reported by amendment to this Current Report on
Form 8-K.
Mr. Amershadian is the Company's Executive Vice President, Marketing
and Sales, and Treasurer, and had been a director of the Company until September
28, 2004, when he had resigned 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). With the appointments
of Paul Amershadian and Marc Particelli, the Company's Board of Directors is
composed of nine directors, five of whom are independent.
As previously disclosed in the Company's public filings, the Company
has made loans to Mr. Amershadian aggregating $550,000, which are evidenced by
an Amended and Restated Promissory Note dated May 24, 2001. The Amended and
Restated Promissory Note provides for payment of interest at a floating rate
equal to the highest rate at which the Company pays interest on its bank
borrowings (6.25% at December 31, 2004), monthly payments of one-half of the
interest that accrued over the previous month, payment of remaining accrued
interest and principal from one-half of the after-tax amount, if any, of bonuses
paid to Mr. Amershadian by the Company, and payment of the remaining balance of
principal and accrued interest on May 24, 2006. To date, Mr. Amershadian has not
made any of the required monthly interest payments under the Amended and
Restated Promissory Note. At December 31, 2004, accrued and unpaid interest on
these loans amounted to approximately $233,000, of which, $67,200 was past due
and owing. The loans are secured by (i) a first lien and security interest in
the 282,127 shares of Common Stock owned by Mr. Amershadian, (ii) a second
mortgage on Mr. Amershadian's home and (iii) collateral assignments of $550,000
of life insurance policies.
SIGNATURES
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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: February 3, 2005
COACTIVE MARKETING GROUP, INC.
By: /s/ DONALD A. BERNARD
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Donald A. Bernard,
Executive Vice President and Chief
Financial Officer