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): March 24, 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 1.02. Entry into a Material Definitive Agreement.
On March 24, 2005, CoActive Marketing Group, Inc. and its subsidiaries
(collectively, the "Company") entered into an Amended and Restated Credit
Agreement with Signature Bank ("Signature"), under which amounts available for
borrowing under its revolving credit line were increased by $2,415,500 to $3
million, and the term loan portion of the credit facility was increased by
$1,050,000 to $4 million. On March 25, 2005, Signature advanced the Company the
increased portion of the term loan. After giving effect to such advance,
outstanding borrowings under the Amended and Restated Credit Agreement were
$4,584,500. The Amended and Restated Credit Agreement also provides a separate
$500,000 letter of credit facility to support the Company's lease obligations
with respect to its New York City offices. The Company intends to use $425,000
of the proceeds of the increased term loan to pay in full its remaining
obligations on the 9% subordinated note it issued in connection with its 1998
acquisition of Optimum Group. Remaining loan proceeds will be used for working
capital purposes.
Pursuant to the Amended and Restated Credit Agreement:
o Principal payments on the term loan are to be made in 48 equal monthly
installments of $83,333 commencing April 1, 2005. Prior to the
amendment, principal payments to Signature on the term loan portion of
the facility were $162,500 per month.
o The maturity date of loans made under the revolving credit line has
been extended from July 22, 2006 to March 24, 2008.
o Interest on the revolving loans has been reduced to Signature's prime
rate from its prime rate plus .50%, and interest on the term loan has
been reduced to Signature's prime rate plus .50% from its prime rate
plus 1.0%.
o Amounts that may be borrowed under the revolving line of credit are
not subject to a borrowing base. Prior to the amendment, borrowings
under the revolving line of credit were limited to a borrowing base
consisting of 80% of "eligible" accounts receivables.
o The Company paid a $10,000 fee to Signature plus its legal costs and
expenses.
On March 29, 2005, the Company issued a press release announcing that it had
entered into the Amended and Restated Credit Agreement. The press release is
attached as an Exhibit to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit 10.1 Amended and Restated Credit Agreement dated as of March
24, 2005 by and among CoActive Marketing Group, Inc., Inmark
Services LLC, Optimum Group LLC, U.S. Concepts LLC, Grupo
Hacerlo LLC, and Signature Bank.
Exhibit 99.1 Press Release dated March 29, 2005.
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: March 29, 2005
COACTIVE MARKETING GROUP, INC.
By: /s/ DONALD A. BERNARD
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Donald A. Bernard,
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
No. Description
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10.1 Amended and Restated Credit Agreement dated as of March 24,
2005 by and among CoActive Marketing Group, Inc., Inmark
Services LLC, Optimum Group LLC, U.S. Concepts LLC, Grupo
Hacerlo LLC, and Signature Bank.
99.1 Press Release dated March 29, 2005.