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): May 22, 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: (212) 660-3800
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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 May 22, 2006, CoActive Marketing Group, Inc. (the "Company"), sold
its 49% interest in Garcia Baldwin Garcia, Inc, d/b/a Market Vision ("Market
Vision") to Market Vision for $1,100,000 in cash pursuant to a Stock Purchase
Agreement, dated as of May 22, 2006, by and between the Company, Yvonne Garcia
and Market Vision. Ms. Garcia is the President, and after giving effect to the
sale, the sole stockholder, of Market Vision. Pursuant to the Stock Purchase
Agreement, at the closing of the sale, the Company and its Inmark Services
subsidiary on the one hand, and Ms. Garcia and Market Vision on the other hand,
entered into a Mutual Release of Claims.
In connection with the sale, the Company and its subsidiaries entered
into an Amendment to its Credit Agreement with Signature Bank permitting the
Company to effect the sale. Pursuant to the terms of the Amendment, the net cash
proceeds from the Company's sale of its interest in Market Vision are being held
by Signature Bank as cash collateral securing the Company's obligations to
Signature Bank under the Credit Agreement.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit 10.1 Stock Purchase Agreement, dated as of May 22, 2006, by and
between the Company, Yvonne Garcia and Market Vision.
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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: May 23, 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 Stock Purchase Agreement, dated as of May 22, 2006, by and
between the Company, Yvonne Garcia and Market Vision.
4