UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
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): July 20, 2005
-------------
COACTIVE MARKETING GROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-20394 06-1340408
- ---------------------------- ----------- ----------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
75 Ninth Avenue, New York, New York 10011
--------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (516) 622-2800
--------------
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))
29
Item 1.01. Entry into a Material Definitive Agreement.
On July 20, 2005, CoActive Marketing Group, Inc. (the "Company") and
Donald A. Bernard, a director of the Company and its Executive Vice President
and Chief Financial Officer, entered into an Employment Agreement (the "New
Employment Agreement") pursuant to which the Company will employ Mr. Bernard as
a Vice President for a three-year term commencing April 1, 2006 following the
conclusion of the term of the existing employment agreement between the Company
and Mr. Bernard.
Pursuant to the New Employment Agreement, effective April 1, 2006, Mr.
Bernard will resign as a director and executive officer of the Company, his
salary will be reduced to $100,000 per annum, he will be required to devote no
more than 10 working days per month to the performance of services on behalf of
the Company, and he will no longer be eligible to participate in the Company's
bonus and stock option plans. The New Employment Agreement is not subject to
renewal. A copy of the New Employment Agreement has been filed as Exhibit 10.1
to this Report and is incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(d) Effective as of July 18, 2005, Marc C. Particelli, who joined
the Company as a director on February 2, 2005, was appointed to serve on the
Company's audit committee to fill the vacancy caused by the resignation of John
A. Ward, III from such committee. Mr. Ward resigned from the Company's audit
committee in connection with his appointment as the non-executive chairman of
the board of Doral Financial Corporation and as a member of its audit committee.
Pursuant to the policies of the audit committees of which he is a member, Mr.
Ward may not serve as a member of more than three audit committees.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
--------
Exhibit 10.1 Employment Agreement, dated as of July 20, 2005, between the
Company and Donald A. Bernard
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: July 22, 2005
COACTIVE MARKETING GROUP, INC.
By: /s/ DONALD A. BERNARD
----------------------------------
Donald A. Bernard,
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
No. Description
10.1 Employment Agreement, dated as of July 20, 2005, between the
Company and Donald A. Bernard