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 29, 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.
Effective as of March 31, 2006, CoActive Marketing Group, Inc. (the
"Company"), has entered into amendments to its Employment Agreements with each
of John P. Benfield, the Company's Chief Executive Officer, and Paul A.
Amershadian, an Executive Vice President of the Company. Pursuant to each of the
amendments, the terms of the employment agreements for each of Messrs. Benfield
and Amershadian will be extended from March 31, 2006 to March 31, 2007, subject
to earlier termination by either party upon 30-days prior written notice of
termination. The amendments have been filed as Exhibits 10.1 and 10.2 to this
Report and are incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective as of April 1, 2006, pursuant to the terms of his Employment
Agreement with the Company dated July 20, 2005, Donald A. Bernard resigned as a
director and executive officer of the Company. Under the terms of his Employment
Agreement, from April 1, 2006 until March 31, 2009, Mr. Bernard will remain an
employee of the Company, will be entitled to an annual salary of $100,000 per
annum, and will be required to devote no more than 10 working days per month to
the performance of services on behalf of the Company.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit 10.1 Fifth Amendment to Employment Agreement, dated as of
March 31, 2006, between CoActive Marketing Group, Inc. and
John P. Benfield.
Exhibit 10.2 Fifth Amendment to Employment Agreement, dated as of
March 31, 2006, between CoActive Marketing Group, Inc. and
Paul A. Amershadian.
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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: April 3, 2006
COACTIVE MARKETING GROUP, INC.
By: /s/ ERWIN MEVORAH
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Erwin Mevorah,
Chief Financial Officer
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EXHIBIT INDEX
No. Description
Exhibit 10.1 Fifth Amendment to Employment Agreement, dated as of March 31,
2006, between CoActive Marketing Group, Inc. and John P.
Benfield.
Exhibit 10.2 Fifth Amendment to Employment Agreement, dated as of March 31,
2006, between CoActive Marketing Group, Inc. and Paul A.
Amershadian.
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