-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VY4p/bod8NUGRxZDPC1XFebTS+a50pJD077tMgrleKChRoqZNv7tWSzppxd4NYuj qJMOLsc56EHQbkpxhK+jjw== 0000905259-02-000003.txt : 20021004 0000905259-02-000003.hdr.sgml : 20021004 20021004132219 ACCESSION NUMBER: 0000905259-02-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021004 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COACTIVE MARKETING GROUP INC CENTRAL INDEX KEY: 0000886475 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 061340408 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44076 FILM NUMBER: 02781786 BUSINESS ADDRESS: STREET 1: 415 NORTHERN BLVD CITY: GREAT NECK STATE: NY ZIP: 11021-4812 BUSINESS PHONE: 5164654600 MAIL ADDRESS: STREET 1: 415 NORTHERN BLVD CITY: GREAT NECK STATE: NY ZIP: 11021-4812 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH IMAGE MEDIA INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: INMARK ENTERPRISES INC DATE OF NAME CHANGE: 19951012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHEEHAN JOSEPH E CENTRAL INDEX KEY: 0000905259 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 711 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 2128889020 BUSINESS PHONE: 2128889020 MAIL ADDRESS: STREET 1: 711 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 r13d-902.txt 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 - -------------------------------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.1) CoActive Marketing Group, Inc. (Name of Issuer) Common stock, .001 par value (Title of Class of Securities) 189875107 CUSIP Number) Milton R. Gleit, Esq., McCarthy, Fingar Donovan, Drazen & Smith, L.L.P. 11 Martine Ave., 12th Flr., White Plains, NY 10606-1934 Tel. (914) 946-3700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 19, 2002 (Date of Event which Requires filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because Of Rule 13F(e), 13d-l(f) or 13d-l(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. see Rule 13d7-(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed? for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 Of 5 2 SCHEDULE 13D - ------------------------------------------------------------ CUSIP No. 18975107 13D Page 2 of 5 Pages - ------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JOSEPH E. SHEEHAN 2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGSIS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 174,224 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 249,607 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 249,607 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.049% 14 TYPE OF REPORTING PERSON IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 5 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Item 1. Security and Issuer Common Stock, $.001 par value CoActive Marketing Group, Inc. 415 Northern Boulevard Great Neck, NY 11021 Item 2. Identity and Background. (a) Joseph E. Sheehan (b) J.E. Sheehan & Co., Inc, 717 Fifth Avenue, 4th Floor New York, NY 10022 (C) The undersigned is owner and operator of J. E. Sheehan & Company, Inc., 711 Fifth Avenue, New York, NY 10022. J. E. Sheehan & Company, Inc. is engaged in the business of asset management. (d) During the last five years, the undersigned has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), (e) During the last five years, the undersigned has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was not or is not subject to a judgment, decree or final order an enjoining future violations of, or prohibiting or mandating activities subject to Federal or State securities laws or finding any violation with respect to such laws. (f) The undersigned is a citizen of the United States of America. Item 3. Inapplicable. Item 4. The purpose of the transaction was to reduce an investment position in the Issuer. The undersigned does not have any plan or proposalwhich relates to, or would result in, any of the matters referred to in clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), or (j) of Item 4. The Undersigned may however, at any time or from time to time, review or reconsider his position with respect to the Issuer and formulate plans or proposals with respect to any such items,but has no present intention of doing so. Page 3 of 5 4 Item 5. The undersigned owns individually, and has the right to vote 174,224 shares of the Common Stock .001 par value of the Issuer which is 3.465% of the outstanding shares of Common Stock of the Issuer. The Grantor Trust for the benefit of Zita Sheehan, the daughter of the undersigned, owns and has the right to vote 70,383 shares of the Common stock, .001 par value of the Issuer which is 1.400% of the outstanding shares of Common Stock of Issuer. The Trustee of said trust with the right to vote the shares owned by the Trust is Rosa Sheehan, wife of the undersigned. The undersigned has the sole right to manage the investments made by the said Trust. The said Rosa Sheehan owns 5,000 shares of the Common Stock .001 par value of the Issuer, which is 0.001% of the outstanding shares of Common Stock of the Issuer. On September 19, 2002 the undersigned sold nine-thousand two hundred (9,200) shares of the Common Stock Of the Issuer. The Grantor Trust for the benefit of Zita Sheehan sold seventeen thousand (17,000) shares and Rosa Sheehan sold ten thousand (10,000)shares. All such shares were sold in private sales transactionS with investors at $1.01 to $1.10 per share. On September 19, 2002 the reporting person ceased to be the beneficial owner of more than five (5%) percent of the Common Stock of the Issuer. Item 6. There are no contracts, arrangements, understandings or relationships involving the undersigned with respect to securities of the Issuer. Item 7. Material to be filed as Exhibits. Not Applicable. SIGNATURES ON FOLLOWING PAGE Page 4 of 5 5 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. September 27, 2002 ---------------------------------------------- /S/ Joseph E. Sheehan -------------------------- Joseph E. Sheehan Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----