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): April 29, 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 1.01. Entry into a Material Definitive Agreement.
On April 29, 2005, the Board of Directors of CoActive Marketing Group, Inc. (the
"Company") approved revised compensation arrangements for non-employee
directors. Director compensation is established by the Board of Directors and
periodically reviewed.
Effective for the Company's fiscal year that commenced April 1, 2005 each
non-employee director will receive an annual cash retainer of $20,000, payable
in quarterly installments, and an annual grant of an option to purchase 10,000
shares of the Company's common stock, issuable each year as of April 30,
pursuant to the "formula award" provisions of the Company's 2002 Long-Term
Incentive Plan (the "Plan").
The stock options issued as of April 30, 2005 are subject to, and may not be
exercised until, the Company has obtained (i) further approval of the amendment
to the "formula award" provisions of the Plan by the stockholders of the
Company, and (ii) approval by Company's Board of Directors and stockholders of
an amendment to the Plan increasing the number of shares of Common Stock
available thereunder for grants of awards.
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: May 2, 2005
COACTIVE MARKETING GROUP, INC.
By: /s/ DONALD A. BERNARD
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Donald A. Bernard,
Executive Vice President and Chief
Financial Officer