SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---
EXCHANGE ACT OF 1934
For the transition period from to
--------------- ---------------
Commission file number 0-20394
COACTIVE MARKETING GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 06-1340408
----------------- ---------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
415 Northern Boulevard
Great Neck, New York 11021
----------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 622-2800
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Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
--- ---
On November 10, 2000, 5,015,981 shares of the Registrant's Common Stock, par
value $.001 a share, were outstanding.
<PAGE>
INDEX
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COACTIVE MARKETING GROUP, INC. AND SUBSIDIARIES
<TABLE>
<S> <C>
Page
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PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Consolidated Financial Statements of CoActive Marketing Group, Inc. and Subsidiaries (Unaudited)
Consolidated Balance Sheets - September 30, 2000 and March 31, 2000 3
Consolidated Statements of Operations - Three month and six month periods ended
September 30, 2000 and September 30, 1999 4
Consolidated Statement of Stockholders' Equity - Six month period ended
September 30, 2000 5
Consolidated Statements of Cash Flows - Six month periods ended
September 30, 2000 and September 30, 1999 6
Notes to Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II - OTHER INFORMATION 12
---------------------------
Item 1, 2, 3 and 5. Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description of Exhibit
---------- ----------------------
27 Financial Data Schedule
(b) Reports on Form 8-K. None
SIGNATURES 13
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</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
COACTIVE MARKETING GROUP, INC.
Consolidated Balance Sheets
September 30, 2000 and March 31, 2000
<TABLE>
<S> <C> <C>
September 30, 2000 March 31, 2000*
------------------ ---------------
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 2,459,198 $ 1,106,823
Accounts receivable 8,608,787 9,420,042
Unbilled contracts in progress 3,179,275 4,164,550
Prepaid taxes 24,759 256,088
Prepaid expenses and other current assets 1,123,522 711,111
----------------- -----------------
Total current assets 15,395,541 15,658,614
----------------- -----------------
Furniture, fixtures and equipment, net 2,902,369 2,479,868
Less accumulated depreciation 1,215,817 928,998
----------------- -----------------
1,686,552 1,550,870
----------------- -----------------
Notes receivable from officer 225,000 225,000
Goodwill, net 18,017,882 18,527,928
Deferred financing costs, net 171,496 122,767
Other assets - 111,431
----------------- -----------------
Total assets $ 35,496,471 $ 36,196,610
================= =================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 3,452,955 $ 2,451,104
Deferred revenue 4,507,202 2,901,919
Accrued job costs 6,127,408 7,766,087
Accrued compensation 72,597 112,538
Other accrued liabilities 271,756 771,355
Deferred taxes payable 2,279 2,279
Notes payable bank - current 6,110,000 2,400,000
Subordinated notes payable - current 625,000 925,000
----------------- -----------------
Total current liabilities 21,169,197 17,330,282
Notes payable bank - long term - 4,910,000
Subordinated notes payable - long term 1,250,000 1,250,000
----------------- -----------------
Total liabilities 22,419,197 23,490,282
----------------- -----------------
Stockholders' equity:
Class A convertible preferred stock, par value - -
$.001; authorized 650,000 shares; none issued and outstanding
Class B convertible preferred stock, par value - -
$.001; authorized 700,000 shares; none issued and outstanding
Preferred stock, undesignated; authorized - -
3,650,000 shares; none issued and outstanding
Common stock, par value $.001; authorized
25,000,000 shares; issued and outstanding 5,015,981 shares 5,016 5,016
Additional paid-in capital 6,699,880 6,699,880
Retained earnings 6,372,378 6,001,432
----------------- -----------------
Total stockholders' equity 13,077,274 12,706,328
----------------- -----------------
Total liabilities and stockholders' equity $ 35,496,471 $ 36,196,610
================= =================
* The consolidated balance sheet as of March 31, 2000 has been summarized from
the Company's audited balance sheet as of that date. See accompanying notes to
unaudited consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
COACTIVE MARKETING GROUP, INC.
Consolidated Statements of Operations
Three Month and Six Month Periods Ended September 30, 2000 and September 30, 1999
(Unaudited)
<S> <C> <C> <C> <C>
Three Months Ended Six Months Ended
September 30, September 30,
2000 1999 2000 1999
------------------- --------------- ----------------- ----------------
Sales $ 12,302,717 $ 9,159,310 $ 22,378,281 $ 17,942,740
Direct expenses 8,491,323 6,299,500 15,169,969 12,495,276
------------------- --------------- ----------------- ----------------
Gross Profit 3,811,394 2,859,810 7,208,312 5,447,464
------------------ --------------- ----------------- ----------------
Salaries 1,658,228 1,547,166 3,297,225 3,033,478
Selling, general and administrative expense 1,450,334 1,583,709 2,875,557 3,013,340
------------------ --------------- ----------------- ----------------
Total operating expenses 3,108,562 3,130,875 6,172,782 6,046,818
------------------ --------------- ----------------- ----------------
Operating income (loss) 702,832 (271,065) 1,035,530 (599,354)
Interest expense, net 198,373 183,540 417,293 393,442
------------------ --------------- ----------------- ----------------
Income (loss) before income taxes 504,459 (454,605) 618,237 (992,796)
Provision (benefit) for income taxes 201,781 (181,842) 247,291 (397,118)
------------------ --------------- ----------------- ---------------
Net income (loss) $ 302,678 $ (272,763) $ 370,946 $ (595,678)
================== ============== ================= ================
Net income (loss) per common and common Equivalent share:
Basic $ .06 $ (.06) $ .07 $ (.13)
=================== ================ ================= ================
Diluted $ .06 $ (.06) $ .07 $ (.13)
=================== ================ ================= =================
Weighted average number of common and common equivalent shares outstanding:
Basic 5,015,981 4,515,064 5,015,981 4,514,268
Diluted 5,475,977 4,515,064 5,522,667 4,514,268
Reconciliation of weighted average shares used for basic and diluted computation
is as follows:
Weighted average shares - Basic 5,015,981 4,515,064 5,015,981 4,514,268
Dilutive effect of options and warrants 459,996 - 506,686 -
--------- --------- --------- ----------
Weighted average shares - Diluted 5,475,977 4,515,064 5,522,667 4,514,268
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
4
<PAGE>
COACTIVE MARKETING GROUP, INC.
Consolidated Statement of Stockholders' Equity
Six Months Ended September 30, 2000
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C>
Common Stock Additional Retained Total
par value $.001 Paid-in Earnings Stockholders'
Capital Equity
Shares Amount
Balance, March 31, 2000 5,015,981 $5,016 $6,699,880 $6,001,432 $12,706,328
Net Income - - - 370,946 370,946
--------- ----- ---------- ---------- -----------
Balance, September 30, 2000 5,015,981 $5,016 $6,699,880 $6,372,378 $13,077,274
========= ====== ========== ========== ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE>
<TABLE>
COACTIVE MARKETING GROUP, INC.
Consolidated Statements of Cash Flows
Six Months Ended September 30, 2000 and 1999
(Unaudited)
<S> <C> <C>
2000 1999
------------------ ---------------
Cash flows from operating activities:
Net income (loss) $ 370,946 $ (595,678)
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
Operating activities:
Depreciation and amortization 852,136 724,024
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 811,255 2,478,033)
Decrease in unbilled contracts in progress 985,275 6,072,082
Increase in prepaid expenses and other assets (300,980) (482,113)
Decrease in prepaid taxes 231,329 350,340
Increase (decrease) in accounts payable 1,001,851 (224,265)
Increase in deferred revenue 1,605,283 933,433
Decrease in accrued job costs (1,638,679) 4,115,967)
Decrease in other accrued liabilities (499,599) (481,710)
Decrease in accrued compensation (39,941) (74,842)
------------------ ------------
Net cash provided by (used in) operating activities 3,378,876 (372,729)
------------------ ------------
Cash flows from investing activities:
Purchases of fixed assets (422,501) (300,858)
------------------ ------------
Net cash used in investing activities (422,501) (300,858)
------------------ ------------
Cash flows from financing activities:
Repayments of borrowings (1,500,000) (1,340,000)
Financing costs (104,000) -
Proceeds from exercise of stock options - 2,175
------------------ ------------
Net cash used in financing activities (1,604,000) (1,337,825)
------------------ ------------
Net increase (decrease) in cash and cash equivalents 1,352,375 (2,011,412)
Cash and cash equivalents at beginning of period 1,106,823 2,687,575
------------------ ------------
Cash and cash equivalents at end of period $ 2,459,198 $ 676,163
================== ============
Supplemental disclosure:
Interest paid during the period $ 565,191 $ 482,358
================== ==============
Income tax paid during the period $ 49,244 $ 46,570
================== ==============
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
6
<PAGE>
CoActive Marketing Group, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements
September 30, 2000 and 1999
(1) Basis of Presentation
The interim financial statements of CoActive Marketing Group, Inc. (the
"Company") for the three and six month periods ended September 30, 2000
and 1999 have been prepared without audit. In the opinion of
management, such financial statements reflect all adjustments,
consisting of normal recurring accruals, necessary to present fairly
the Company's results for the interim periods presented. The results of
operations for the three and six month periods ended September 30, 2000
are not necessarily indicative of the results for a full year.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These
consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended March 31, 2000.
(2) Earnings Per Share
Earnings per share of common stock for the three and six month periods
ended September 30, 2000 and 1999 have been calculated according to the
guidelines of Statement No. 128 "Earnings per Share".
Basic earnings per share for the three and six month periods have been
computed by dividing net income or loss for each of the respective
periods by the weighted average number of shares of common stock
outstanding for each such period. Diluted earnings per share for the
three and six month periods have been computed by dividing net income
for each of the periods by the weighted average number of shares of
common stock and common stock equivalents outstanding for each such
period, plus the assumed exercise of stock options and warrants, less
the number of treasury shares assumed to be purchased from the proceeds
of such exercises using the average market price of the Company's
common stock during the respective period. Stock options and warrants
have been excluded from the calculation of diluted earnings per share
in any period in which they would be antidilutive.
(3) Unbilled Contracts in Progress
Unbilled contracts in progress represents revenue recognized in advance
of billings rendered based on work performed to date on certain
contracts. Accrued job costs are also recorded for such contracts to
properly match costs and revenue.
(4) Deferred Revenue
Deferred revenue represents contract amounts billed and client advances
in excess of costs incurred and estimated profit earned.
(5) Income Taxes
The provision for income taxes for the three and six month periods
ended September 30, 2000 and 1999 is based upon the Company's estimated
effective tax rate for the respective years.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations.
-------------
The following discussion compares the Company's consolidated
results of operations for the three and six month periods ended September 30,
2000 to the Company's consolidated results of operations for the three and six
month periods ended September 30, 1999. The information herein should be read
together with the consolidated financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the year ended March 31, 2000.
Results of Operations
The following table presents operating data of the Company, expressed
as a percentage of sales for each of the three and six month periods ended
September 30, 2000 and 1999:
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended September 30, Six Months Ended September 30,
2000 1999 2000 1999
Statement of Operations Data:
Sales 100.0% 100.0% 100.0% 100.0%
Direct expenses 69.0% 68.8% 67.8% 69.6%
Gross profit 31.0% 31.2% 32.2% 30.4%
Salaries 13.5% 16.9% 14.8% 16.9%
Selling, general and administrative expense 11.8% 17.3% 12.8% 16.8%
Total operating expense 25.3% 34.2% 27.6% 33.7%
Operating income (loss) 5.7% (3.0%) 4.6% (3.3%)
Interest expense, net 1.6% 2.0% 1.8% 2.2%
Income (loss) before provision for taxes 4.1% (5.0%) 2.8% (5.5%)
Provision (benefit) for income taxes 1.6% (2.0%) 1.1% (2.2%)
Net income (loss) 2.5% (3.0%) 1.7% (3.3%)
Other Data:
EBITDA 9.2% 1.1% 8.2% 0.7%
</TABLE>
The following table presents operating data of the Company, expressed
as a comparative percentage of change for the three and six month periods ended
September 30, 2000 compared to the three and six month periods ended September
30, 1999 and the three and six month periods ended September 30, 1999 compared
to the three and six month periods ended September 30, 1998:
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended September 30, Six Months Ended September 30,
2000 1999 2000 1999
Statement of Operations Data:
Sales 34.3% (9.8%) 24.7% (19.9%)
Direct expenses 34.8% (6.0%) 21.4% (16.7%)
Gross profit 33.3% (17.1%) 32.3% (26.5%)
Salaries 7.2% 40.9% 8.7% 39.7%
Selling, general and administrative expense (8.4%) 42.3% (5.0%) 35.8%
Total operating expense (1.0%) 41.6% 2.1% 37.7%
Operating income (loss) 359.3% (121.9%) 272.8% (119.9%)
Interest expense, net 8.1% 43.5% 6.1% 31.8%
Income (loss) before provision for taxes 211.0% (140.9%) 162.3% (136.5%)
Provision (benefit) for income taxes 211.0% (140.9%) 162.3% (136.5%)
Net income (loss) 211.0% (141.0%) 162.3% (136.5%)
Other Data:
EBITDA 1,100.0% (93.3%) 1100.5% (96.5%)
</TABLE>
8
Sales. Sales for the quarter ended September 30, 2000 were
$12,303,000, compared to sales of $9,159,000 for the quarter ended September 30,
1999, an increase of $3,144,000. Sales for the six months ended September 30,
2000 were $22,378,000, compared to sales of $17,943,000 for the six months ended
September 31, 1999, an increase of $4,435,000. The increase in sales for both
the quarter and six month period was primarily attributable to a greater amount
of contracted sales materializing during the respective periods. At September
30, 2000, the Company's sales backlog amounted to approximately $16,077,000
compared to a sales backlog of approximately $9,160,000 at September 30, 1999.
Direct Expenses. Direct expenses for the quarter ended
September 30, 2000 were $8,491,000, compared to $6,299,000 for the comparable
prior year quarter, an increase of $2,192,000. Direct expenses for the six
months ended September 30, 2000 were $15,170,000, compared to $12,495,000 for
the comparable prior year six month period, an increase of $2,675,000. The
increase in direct expenses for both the quarter and six month period was
primarily attributable to the increase in sales for the respective periods. The
respective increase in direct expenses as a percentage of sales for the quarter
and decrease in direct expenses as a percentage of sales for the six month
periods ended September 30, 2000 was primarily the result of varying gross
profit margins comprising the aggregate mix of client projects in the respective
comparable prior year quarter and six month period.
As a result of these changes in sales and direct expenses,
gross profit for the quarter and six month periods ended September 30, 2000
increased to $3,812,000 and $7,208,000, respectively, from $2,860,000 and
$5,447,000 for the prior year respective periods.
Operating Expenses. Operating expenses for the quarter ended
September 30, 2000 decreased by $22,000 to $3,109,000 compared to $3,131,000 for
the quarter ended September 30, 1999. Operating expenses for the six months
ended September 30, 2000 increased by $126,000 to $6,173,000 compared to
$6,047,000 for the comparable prior year six month period. The decrease in
operating expenses for the quarter ended September 30, 2000 was primarily the
result of a $111,000 increase in salaries and related employee payroll expenses
which was offset by a $133,000 decrease in selling, general and administrative
expenses. The increase in salaries and related employee payroll expenses
primarily relates to supporting and maintaining an anticipated increase in the
level of operations, whereas the decrease in selling, general and administrative
expenses primarily relate to a lesser amount of advertising and non-reimbursable
travel and entertaining expenses. The increase in operating expenses for the six
months ended September 30, 2000 was primarily the result of an increase of
$264,000 in salaries and related employee benefits and payroll expenses which
was offset by a $138,000 decrease in selling, general and administrative
expenses. The increase in salaries and related employee payroll expenses
primarily relates to supporting and maintaining an anticipated increase level of
operations, whereas the decrease in selling, general and administrative expenses
primarily relate to a decrease in advertising expense, non-reimbursable travel
and entertainment expense, and expenses related to that of being a public
company.
9
Interest Expense. Interest expense for the quarter and six
month period ended September 30, 2000 increased by $15,000 and $24,000 to
$198,000 and $417,000 respectively, compared to interest expense of $184,000 and
$393,000 respectively for the quarter and six month period ended September 30,
1999. The increase in interest expense for the quarter and six month period
ended September 30, 2000 was primarily related to the increased interest rates
on the Company's bank borrowings.
Provision/Benefit For Income Taxes. The provision or benefit
for federal, state and local income taxes as are respectively reflected for the
quarter and six month periods ended September 30, 2000 and 1999 were based upon
the Company's estimated effective tax rate for the respective fiscal years.
Net Income (Loss). As a result of the items discussed above,
net income for the quarter ended September 30, 2000 was $303,000 compared to a
net loss of $(273,000) for the comparable prior year quarter and net income for
the six months ended September 30, 2000 was $371,000 compared to a net loss
$(596,000) for the comparable prior year six month period.
10
Liquidity and Capital Resources.
Pursuant to a loan agreement with a bank (as amended, the
"Loan Agreement"), the Company has an outstanding credit facility, consisting of
a term loan and a revolving credit loan with a final maturity date of July 8,
2001. At September 30, 2000, the aggregate of the Company's term and revolving
credit loans amounted to $6,110,000 and the Company is prohibited further
borrowings under the Loan Agreement. Further, prior to the final maturity date
of the Loan Agreement, the Company is required to make monthly principal
payments of $200,000 together with interest due on the aggregate of all loans
outstanding under the Loan Agreement. To date, the Company has made all required
payments under the Loan Agreement and management anticipates that the Company
will be able to continue to make such monthly payments with cash flow from
existing and future operations, although there can be no assurances in that
regard. The Company is currently in discussions with other banks to provide
replacement financing for the Loan Agreement and anticipates that it will be
able to obtain such replacement financing prior to the final maturity date of
the Loan Agreement, although there can be no assurance that the Company will be
able to replace the financing in a timely manner or otherwise be able to
satisfy, on an ongoing basis, the loan repayment requirements of the Loan
Agreement. At September 30, 2000, with July 8, 2001 as the final maturity date
of the Company's bank loans, the Company has reflected its respective notes
payable bank as a current liability.
For the six months ended September 30, 2000, the Company's
activities and the respective repayments of $1,200,000 and $300,000 of the
Company's bank borrowings and subordinated notes payable were funded from
existing working capital. At September 30, 2000, the Company had cash and cash
equivalents totaling $2,459,000 and a working capital deficit of $5,774,000
compared to cash and cash equivalents of $1,107,000 and a working capital
deficit of $1,672,000 at March 31, 2000. The decrease in working capital at
September 30, 2000 compared with March 31, 2000 was primarily the result of the
Company's long term bank notes of $6,110,000 being entirely classified as a
current liability at September 30, 2000, as the Company's then outstanding bank
loans mature and are currently required to be repaid on July 8, 2001.
Stockholders' equity increased to $13,077,000 as a result of the Company's net
income for the six months ended September 30, 2000. While management believes
cash generated from operations will be sufficient to meet its cash requirements
for the current fiscal year, to the extent that the Company is required to seek
additional external financing in the form of a revised or replacement credit
facility, equity or debt, there can be no assurance that the Company will be
able to obtain such additional funding to satisfy its cash requirements for the
current fiscal year or as will be subsequently required to pay all loans under
the Loan Agreement.
For the six months ended September 30, 2000: (A) cash provided
by operating activities amounted to $3,379,000, primarily as a result of the net
aggregate of (i) net income and non-cash adjustments for depreciation and
amortization, (ii) decreases in unbilled contracts in progress, accounts
receivable and prepaid taxes, (ii) increases in accounts payable and deferred
revenue which were offset by (iii) decreases in accrued job costs and other
accrued liabilities and increases in prepaid expenses and other assets and
prepaid taxes; (B) cash used in investing activities to purchase fixed assets
amounted to $423,000; and (C) cash used in financing activities to repay
borrowings and pay financing costs related to bank borrowings amounted to
$1,604,000. As a result of the net effect of the aforementioned, the Company's
cash and cash equivalents at September 30, 2000 increased by $1,352,000.
Forward-Looking Statements.
This report contains or incorporates by reference
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that are based on beliefs of the Company's management as well as
assumptions made by and information currently available to the Company's
management. When used in this report, the words "estimate," "project,"
"believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should,"
"will," the negative thereof or other variations thereon or comparable
terminology are intended to identify forward-looking statements. Such statements
reflect the current views of the Company with respect to future events based on
currently available information and are subject to risks and uncertainties that
could cause actual results to differ materially from those contemplated in those
forward-looking statements. Factors that could cause actual results to differ
materially from the Company's expectations are set forth in the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2000 under "Risk
Factors", including but not limited to "Dependence on Key Personnel,"
"Customers," " Unpredictable Revenue Patterns,""Competition," "Risk Associated
with Acquisitions," "Expansion Risk," "Control by Executive Officers and
Directors," "Outstanding Indebtedness; Security Interest," and "Shares Eligible
for Future Sale." Other factors may be described from time to time in the
Company's public filings with the Securities and Exchange Commission, news
releases and other communications. The forward-looking statements contained in
this report speak only as of the date hereof. The Company does not undertake any
obligation to release publicly any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's earnings and cash flows are subject to
fluctuations due to changes in interest rates primarily from its investment of
available cash balances in money market funds with portfolios of investment
grade corporate and U.S. government securities and, secondarily, from its
long-term debt arrangements. Under its current policies, the Company does not
use interest rate derivative instruments to manage exposure to interest rate
changes.
11
<PAGE>
PART II - OTHER INFORMATION
Items 1, 2, 3 and 5. Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held on
September 26, 2000 at 10:00 a.m. at the Company's offices at 415 Northern
Boulevard, Great Neck, New York 11021. A majority of the Company's voting shares
were present at the meeting, either in person or by proxy.
At such meeting, the stockholders elected Paul A. Amershadian, John P.
Benfield, Donald A. Bernard, Herbert M. Gardner, Joseph S. Hellman, Thomas E.
Lachenman and Brian Murphy to the Board of Directors. All of these individuals
will serve on the Board of Directors until the next annual meeting of
stockholders and until their successors are duly elected and qualified.
<TABLE>
<S> <C> <C>
Directors Votes For Votes Withheld
--------- --------- --------------
Paul A. Amershadian 4,077,104 29,380
John P. Benfield 4,077,104 29,380
Donald A. Bernard 4,077,104 29,380
Herbert M. Gardner 4,077,104 29,380
Joseph S. Hellman 4,077,104 29,380
Thomas E. Lachenman 4,077,104 29,380
Brian Murphy 4,077,104 29,380
</TABLE>
12
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description of Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K. None
<PAGE>
SIGNATURES
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 thereunto duly authorized.
COACTIVE MARKETING GROUP, INC.
Dated: November 10, 2000 By: /s/ John P. Benfield
---------------------------------------------------
John P. Benfield, President
(Principal Executive Officer)
and Director
Dated: November 10, 2000 By: /s/ Donald A. Bernard
------------------------------------------------
Donald A. Bernard, Executive Vice
President and Chief Financial Officer
(Principal Accounting and Financial
Officer) and Director
13
