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): March 28, 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
(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.
Pursuant to an Agreement dated as of March 27, 2007 between CoActive
Marketing Group, Inc. (the "Company"), and Paul Amershadian, the Company's
former Executive Vice President of Marketing and Sales, the employment
relationship between the Company and Mr. Amershadian terminated on March 31,
2007, the last day of the term of his employment under his Employment Agreement
with the Company.
In addition, pursuant to the Agreement:
o The Company agreed to pay Mr. Amershadian (i) a severance
payment of $50,000 by April 15, 2007, and (ii) $12,500 per month
for the three-month period beginning April 1, 2007 and ending
June 30, 2007 for consulting services to be provided by Mr.
Amershadian to the Company during that period.
o Mr. Amershadian agreed to sell to three directors of the Company
163,196 shares of the Company's Common Stock for aggregate
consideration of $258,568. The shares of Common Stock had been
pledged to the Company by Mr. Amershadian to secure his
obligations under a $550,000 promissory note, and the proceeds
of the sale were paid to the Company to reduce Mr. Amershadian's
obligations to the Company under that note.
o The Company agreed to the cancellation of Mr. Amershadian's
remaining obligations under the promissory note in the amount of
approximately $306,000.
The Company expects to record a pre-tax charge of approximately
$310,000 in its fourth fiscal quarter ending March 31, 2007 and $38,000 in its
first quarter ending June 30, 2007, in connection with its payment obligations
and debt cancellation under the Agreement with Mr. Amershadian. A copy of the
Agreement with Mr. Amershadian has been filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
As described above, effective March 31, 2007, Mr. Amershadian ceased to
be an officer of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 Employment, dated as of March 27, 2007, between the Company
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: April 2, 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 Employment, dated as of March 27, 2007, between the Company
and Paul Amershadian.