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 18, 2007
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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 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
On January 18, 2007, CoActive Marketing Group, Inc. (the "Company")
entered into a Restricted Stock Agreement with Paul Amershadian, its Executive
Vice President, pursuant to which Mr. Amershadian was granted 52,500 shares of
the Common Stock under a Restricted Stock Agreement. The shares of Common Stock
vest 20% on January 18, 2008, 30% on January 18, 2009, 20% on January 18, 2010,
20% on January 18, 2011, and 10% on January 18, 2012. Upon the termination of
Mr. Amershadian's employment with the Company, all shares of Common Stock that
have not vested under the Restricted Stock Agreement (if any) will be forfeited
to the Company.
Pursuant to the Restricted Stock Agreement, Mr. Amershadian also agreed
to the cancellation of an option to purchase 70,000 shares of Common Stock at an
exercise price of $3.00 per share, which had been awarded to him June 17, 2003.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 Restricted Stock Agreement, dated as of January 18, 2007,
between CoActive Marketing Group, Inc. and Paul Amershadian.
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 22, 2007
COACTIVE MARKETING GROUP, INC.
By: /s/ ERWIN MEVORAH
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Erwin Mevorah,
Chief Financial Officer
EXHIBIT INDEX
No. Description
Exhibit 10.1 Restricted Stock Agreement, dated as of January 18, 2007,
between CoActive Marketing Group, Inc. and Paul Amershadian.