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): December 3, 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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 3, 2007, the Board of Directors of CoActive Marketing
Group, Inc. (the "Company"), adopted resolutions approving amendments to
Sections 5.1(a) and 5.3 of the Company's by-laws to allow for the issuance of
uncertificated shares of the Company's capital stock. The Company adopted these
amendments to comply with new rules adopted by NASDAQ that require listed
companies to be eligible for the Direct Registration System ("DRS") by January
1, 2008. The DRS permits a stockholder's ownership to be recorded and maintained
on the books of an issuer or its transfer agent without issuance of a physical
stock certificate. Prior to these amendment, the Company was required to issue
stock certificates.
The foregoing description of the amendments to the Company's By-laws is
qualified in its entirety by reference to the full text of the amended By-Laws,
a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 3.1 Amended and Restated By-Laws of CoActive Marketing Group, Inc.
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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: December 4, 2007
COACTIVE MARKETING GROUP, INC.
By: /s/ Fred Kaseff
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Fred Kaseff,
Chief Financial Officer
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EXHIBIT INDEX
No. Description
Exhibit 3.1 Amended and Restated By-Laws of CoActive Marketing Group, Inc.
4