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): January 10, 2006
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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)
75 Ninth Avenue, New York, New York 10011
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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 January 10, 2006, Inmark Services LLC, a wholly-owned subsidiary of
CoActive Marketing Group, Inc., entered into a Termination of Lease Agreement
with 415 Northern Blvd. Realty Corp. ("Landlord"), the owner of offices formerly
leased by Inmark at 415 Northern Boulevard, Great Neck, New York. Pursuant to
the Termination Agreement, effective as of January 1, 2006, in consideration of
approximately $520,000, the lease of Inmark's Great Neck, New York offices was
terminated, and Inmark has no further obligations under that lease. Prior to
such termination, Inmark and CoActive had relocated their offices to 75 Ninth
Avenue, New York, New York.
After the application of the security deposit being held by the Landlord to
the termination consideration, the net payment to the Landlord, which was made
on January 11, 2006, amounted to approximately $478,000. As a result of the
termination of the lease, CoActive expects to reduce operating expenses by
approximately $1,200,000 over the 31 month period commencing January 1, 2006 and
ending July 31, 2008, the original termination date of the Great Neck, New York
lease. The pre-tax and after tax reduction in operating costs in the fourth
quarter ending March 31, 2006 will amount to approximately $100,000 and $60,000,
respectively. Such reduction will be offset by the $520,000 termination
consideration which will result in a pre-tax charge of $520,000 and after tax
charge of $312,000, against earnings in the fourth quarter and fiscal year
ending March 31, 2006.
Item 2.01. Termination of a Material Definitive Agreement
As described in more detail under Item 2.01 above, effective January 1,
2006, Inmark terminated the lease agreement with respect to the premises
formerly leased by it at 415 Northern Boulevard, Great Neck, New York.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 Termination of Lease Agreement, dated as of January 1, 2006,
between Inmark Services LLC and 415 Northern Blvd. Realty Corp.
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: January 11, 2006
COACTIVE MARKETING GROUP, INC.
By: /s/ ERWIN I. MEVORAH
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Erwin I. Mevorah,
Chief Financial Officer