SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
[x] Definitive Proxy Statement Rule 14a-6(c)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
ACT Teleconferencing, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or Investment
Company Act Rule 20a-1(c).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price of other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing:
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No:
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4) Date Filed:
(Amended by Sec Act Rel No 7122, Exch Act Rel No 35113, Uni Act Rel No
26191, Trust Ind Act Rel no 2326, Inv Co Act Rel No 20783, eff, 1/30/95.)
ACT TELECONFERENCING, INC.
1658 Cole Boulevard, Suite 162
Golden, Colorado 80401
303-233-3500 or 800-228-2554
PROXY STATEMENT AND NOTICE OF ANNUAL MEETING
First Sent to Shareholders on May 10, 1996
GENERAL INFORMATION
Time and Place of Meeting
This Proxy Statement and Notice of Meeting is furnished in connection with the
solicitation of proxies by the Board of Directors of ACT Teleconferencing, Inc.
(the "Company"), to be used at the annual meeting of shareholders (the "Annual
Meeting"), to be held at 3:30 Central Time on June 6, 1996, at the office of ACT
VideoConferencing, Inc., located at 9770 Hudsen Road, Saint Paul, Minnesota, for
the purposes set forth below. The Company's principal executive offices are
located at 1658 Cole Boulevard, Suite 162, Golden, Colorado 80401.
About This Proxy
This proxy is solicited by the Company. The cost of this solicitation and of
conducting the meeting will be borne by the Company. The person giving this
proxy has the power to revoke it by attending the meeting and voting his or her
shares at that time.
Proposals for 1997 Annual Meeting of Shareholders
The Company expects to hold its 1997 annual meeting of shareholders on or about
June 26, 1997. All proposals of shareholders intended to be presented at the
1997 annual meeting, for inclusion in the Company's proxy statement relating to
that meeting, must be received by the Company no later than February 26, 1997.
Independent Public Accountants
The Board has not yet selected a principal accountant for the Company for the
current year. Because the Company has recently become a publicly traded company,
the Board is considering changing accountants and is currently in the process of
selecting an international accounting firm that can serve the Company's needs as
an international public company.
The principal accountant for the 1995 fiscal year was Van Dorn & Bossi, Boulder,
Colorado. No representative of Van Dorn & Bossi will be in attendance at the
Annual Meeting.
REASONS FOR THE MEETING
The only item of business requiring a shareholder vote at the Annual meeting is
the election of two directors.
Election of Directors
The Board has nominated and recommends election of Carolyn R. Van Eeckhout and
Donald L. Sturtevant to serve as directors for terms of three years each,
expiring at the 1999 annual meeting. Election of these individuals would bring
the total number of directors to five, with one vacancy to be filled by the
Board or at a future annual meeting. Although management has no reason to
believe that any nominee will not serve if elected, discretionary authority is
reserved to vote for a substitute, should any nominee be unable or unwilling to
serve.
Matters Not Required to be Submitted
The Board may consider other appropriate matters that come to the attention of
the Board between the time of preparation of this proxy statement and the date
of the Annual Meeting. The Board does not anticipate that any such matters will
arise.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on May 3, 1996 as the
record date for the determination of shareholders entitled to notice of and
entitled to vote at the Annual Meeting. As of that date there were 3,030,497
shares of common stock issued and outstanding (the "Shares"). Each Share is
entitled to one vote at the Annual Meeting.
The following table sets forth, as of April 30, 1996, information with respect
to the beneficial ownership of the Common Stock of the Company by (i) each
person who, to the knowledge of the Company, owned more than five percent of
such stock, (ii) each director or nominee for director, (iii) each executive
officer, and (iv) all directors and executive officers as a group. Unless
otherwise noted, shares are subject to the sole voting and investment power of
the indicated person.
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS OF NATURE OF
BENEFICIAL OWNER BENEFICIAL PERCENT OF
OWNERSHIP(1) OUTSTANDING SHARES
<S> <C> <C>
Gerald D. and Carolyn R. Van Eeckhout(2)(3)(4)(14)(15) 616,000 20.3%
Charles T. Stout(2)(5)................................ 35,555 1.2%
James F. and Nancy Seifert(6) ........................ 212,700 7.0%
Ronald J. Bach(2)(7)(15).............................. 65,250 2.1%
Susan Y. Ambrose(2)(8)................................ 18,750 *
John W. Hill(2)(9).................................... 88,750 2.9%
Paul Clifford(10)..................................... 200,000 6.6%
Edward G. Monty(11)................................... 155,000 5.1%
Pamela Van Eeckhout(2)(3)(12)......................... 28,500 *
Donald L. Sturtevant(13) ............................. 2,000 *
All directors and executive officers as a
group(4)(5)(6)(7)(8)(9)(10)(11)(14)(15)............... 1,265,505 40.5%
</TABLE>
- - ------------
*Less than 1%
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission, and includes general voting power
and/or investment power with respect to securities. Shares of Common
Stock subject to option or warrants that are currently exercisable or
exercisable within 60 days of April 30, 1996, are deemed outstanding
for purposes of computing the percentage of the person holding such
options or warrants, but are not deemed outstanding for purposes of
computing the percentage of any other person.
(2) Unless otherwise noted the address of each director and executive
officer of the Company is 1658 Cole Boulevard, Suite 162, Golden,
Colorado 80401.
(3) Gerald D. Van Eeckhout and Carolyn R. Van Eeckhout are husband and
wife. Pamela Van Eeckhout is their daughter.
(4) Includes 51,000 shares held directly by Gerald D. Van Eeckhout and
565,000 shares held directly by Carolyn R. Van Eeckhout.
(5) Includes 5,000 shares issuable upon exercise of currently exercisable
options.
(6) Includes 125,000 shares held of record by the Nancy L. Seifert
Management Trust and 75,000 shares held of record by the James L.
Seifert Management Trust, for which trusts Mr. Seifert and Mrs. Seifert
are the co-trustees. Also includes 1,750 shares issuable upon exercise
of currently exercisable options held by Mr. Seifert and 10,950 shares
issued in December 1995 upon exercise of warrants held by Mr. Seifert.
Mr and Mrs. Seifert are husband and wife. Their address is 300 Law
Building, Cedar Rapids, Iowa 52401.
(7) Includes 31,750 shares issuable upon exercise of currently exercisable
stock options.
(8) Includes 18,750 shares issuable upon exercise of currently exercisable
stock options.
(9) Includes 32,500 shares issuable upon exercise of currently exercisable
stock options.
(10) Mr. Clifford's address is 9770 Hudson Road, St. Paul, Minnesota 55125.
(11) Mr. Monty's address is 3405 134th St. West, Burnsville, Minnesota
55337.
(12) Includes 7,500 shares issuable upon exercise of currently exercisable
stock options.
(13) Mr. Sturtevant's address is 3693 E. Oak Creek Dr., Vadnais Heights,
Minnesota 55127.
(14) Excludes 1,166 shares held by Carolyn R. Van Eeckhout for the benefit
of her mother. Ms. Van Eeckhout disclaims any control over or
beneficial interest in said 1,166 shares.
(15) Excludes 44,300 shares owned by RLD Enterprises, Inc. which serve as
collateral on a loan to RLD from an investment group headed by Mr.
Bach. Mr. Van Eeckhout and Mr. Bach each own less than 10 percent of
the outstanding common stock of RLD Enterprises, Inc. and Mr. Van
Eeckhout is one of RLD's four directors. Messrs. Bach and Van Eeeckhout
disclaim any control over or beneficial interest in said 44,300 shares.
DIRECTORS AND EXECUTIVE OFFICERS
The executive officers and directors of the Company are as follows:
Name Age Position
Gerald D. Van Eeckhout 55 Chairman of the Board of Directors;
Chief Executive Officer
Carolyn R. Van Eeckhout 58 Director; Vice President, ACT
Teleconferencing Services, Inc.
James F. Seifert 68 Director
Ronald J. Bach 62 Director
Donald L. Sturtevant 58 Nominee for Director
Charles T. Stout 49 Treasurer
Pamela Van Eeckhout 27 CFO, Secretary
John W. Hill 69 President, ACT Research, Inc.
David Holden 35 Managing Director, ACT Teleconferencing Limited
Susan Y. Ambrose 38 Vice President; General Manager, ACT
Teleconferencing B.V.
Paul Clifford 41 Vice President - General Manager, ACT
VideoConferencing, Inc.
Harry R. Walls 47 President, ACT Teleconferencing Services, Inc.
Gerald D. Van Eeckhout, a founder of the Company, has been Chairman of its Board
of Directors and Chief Executive Officer since the Company's formation in 1989.
His term as a Director expires at the 1998 annual meeting. From 1982 to 1989,
Mr. Van Eeckhout was President, Chief Executive Officer, and a Director of
ConferTech International, Inc., a teleconferencing services and manufacturing
company. Prior to ConferTech, he had served for 20 years in various professional
and executive positions with Touche Ross & Co., The Pillsbury Co., and
Medtronic, Inc. He received a B.S. degree from the University of North Dakota in
1962, and completed the Stanford Executive Program in 1976. He is a director of
Staodyn, Inc., a Nasdaq-listed publicly traded medical device manufacturing
company. He has also been a national director of the American Electronic
Association and president of the University of North Dakota Foundation.
Carolyn R. Van Eeckhout, a founder of the Company, serves as Vice President of
ACT Teleconferencing Services, Inc. (a wholly owned subsidiary), and as a
Director of the Company. She has been employed by the Company and has served as
a Director since its inception in 1989. Her term as a Director expires at the
1996 annual meeting. She received her Bachelor's degree in Education from
Pennsylvania State University.
James F. Seifert, a Director of the Company since January 1991, has been
Chairman and CEO of James F. Seifert & Sons L.L.C. since 1993. From 1990 until
1993, he was retired. Mr. Seifert received his B.S. degree in commerce from the
University of North Dakota in 1950. He is a former President of the University
of North Dakota Foundation. Mr. Seifert's term as Director of the Company
expires at the 1997 annual meeting.
Ronald J. Bach, a Director of the Company since 1993, is a certified public
accountant who was employed continuously by the firm of Deloitte and Touche from
1955 until his retirement in 1991, at which time he was partner in charge of its
Bloomington, Minnesota office. He holds a degree in accounting from the
University of Minnesota, and serves as a director of a number of privately held
companies in which he has an ownership interest. Mr. Bach's term as Director of
the Company expires at the 1998 annual meeting.
Donald L. Sturtevant, a nominee for Director of the Company, has been a
Director, President and Chief Executive Officer of Medivators, Inc. since
January 1991. Mr. Sturtevant received a B.S. in Business Administration from the
University of Minnesota in 1966 and is a 1975 graduate of Northwestern
University's International Management Program in Bergenstock, Switzerland.
Charles T. Stout has held the position of the Company's Treasurer since 1991.
From 1991 to April 1996, Mr. Stout spent only a nominal amount of his time on
the Company's business. Since April 1996, Mr. Stout has been engaged by the
Company as a financial consultant on substantially a full-time basis. He serves
as a resource to the Board of Directors and to the Company's accounting staff,
because of his accounting experience and his prior experience in the
teleconferencing industry. See "Certain Transactions -- Financial and Accounting
Consulting Services" and "Principal Shareholders." From 1985 to 1990, Mr. Stout
was Vice President of Finance for ConferTech International, Inc., an audio
teleconferencing service and manufacturing company. From 1991 to 1992, Mr. Stout
held an accounting projects management position with Capital Associates
International, Inc., and from 1992 to the present, Mr. Stout has been engaged as
an accountant by contractors of temporary accounting services to Resolution
Trust Corporation (Casey Services from August 1992 to December 1992, Olsten
Staffing Services from January 1993 to November 1993, CAJV Partnership from
November 1993 to February 1994, and Trinity Financial Services of Colorado from
February 1994 to April 1996). None of Mr. Stout's activities outside the Company
currently have any connection with the teleconferencing industry or with any
providers of goods or services to the Company, nor have they presented or are
anticipated to present any conflict of interest, past or present, with his
services to the Company. He holds a bachelor's degree and a master's degree in
accounting and management science from the University of Colorado.
Pamela Van Eeckhout, CFO and Secretary, has served as the Company's Principal
Financial Officer and Principal Accounting Officer since 1991. Ms. Van Eeckhout
received a Bachelor of Science degree in Finance from the University of Colorado
at Boulder, Colorado in 1990.
John W. Hill has been Vice President of ACT Teleconferencing Services, Inc. and
Principal Operations Officer of the Company on a full-time basis since April
1995. From 1990 to the present, he has served as President of ACT Research, Inc.
He has provided consulting services to the Company and its subsidiaries
personally and through Janus Technology Group since 1985. See "Certain
Transactions -- Technical Services Consulting." From 1989 to 1993 he managed US
West's data laboratory in Minneapolis, Minnesota and implemented US West's video
teleconferencing applications. Prior to US West, he served as Vice President,
Engineering for ConferTech International, and developed the industry's first
full duplex, digital telecofonferencing bridge. He received a Bachelor of
Science degree in Electrical Engineering and Telecommunications from the
University of Edinburgh, Scotland.
David L. Holden has been the Managing Director of ACT Teleconferencing Limited,
since 1992. Immediately prior to joining the Company he was employed for seven
years with British Telecom, most recently as manager of its audio
teleconferencing service business in London. Mr. Holden received a Bachelor of
Science degree in Business Administration from the University of Wales.
Susan Y. Ambrose, Vice President; General Manager of ACT Teleconferencing BV,
joined the Company in August 1992 and currently serves as the general manager of
the Company's Netherland subsidiary. Ms. Ambrose is primarily responsible for
establishing and managing the Company's operations in the Netherlands. From 1989
to 1992, she served as General Manager of Conference Pros International, a
Houston, Texas based audio teleconferencing service.
Paul Clifford, Vice President and General Manager of ACT VideoConferencing,
Inc., was president of NBS, Inc. a video teleconferencing equipment sales
company from late 1994 until NBS, Inc. was acquired by the Company in July 1995
and renamed ACT VideoConferencing, Inc. Prior to organizing NBS, Inc., he was a
sales manager for Acoustic Communication, Inc., Plymouth, Minnesota. From 1992
to 1994 he was a sales representative for Compression Laboratories, a video
teleconferencing supplier. From 1990 to 1992, he was a sales representative for
Micro Technologies, Inc., of Anaheim, California. He holds a Bachelor of Science
degree in Accounting from the University of Utah.
Harry R. Walls became President of ACT Teleconferencing Services, Inc. on
January 16, 1996. Mr. Walls was Vice President for Sales and Marketing at
ConferTech International, Inc., a teleconferencing company, from June 1987
through July 1995. He was President and Chief Operating Officer of Applied
Business Telecommunications, Inc., organizer of an annual teleconferencing trade
show known as "Telecon," from July 1995 to December 1995. He received a
Bachelor's degree in education at California University of Pennsylvania
(formerly Pennsylvania State Teachers College) and his Master of Science Degree
in Administration with education emphasis from the University of Akron.
Gerald D. Van Eeckhout and Carolyn R. Van Eeckhout are husband and wife; Pamela
Van Eeckhout is their daughter.
None of the officers or directors are subject to any non-competition agreements,
nondisclosure agreements, or other restrictions on their employment with the
Company as the result of their prior employment or other relationships with
prior employers, including the Company's competitors in the services segment or
the equipment segment of the teleconferencing industry.
CERTAIN TRANSACTIONS
Issuance of Shares
During the past two years, the Company has issued certain securities to officers
and/or directors of the Company and its subsidiaries. The following table
indicates, for each such person, the number of shares acquired, the period
during which the shares were acquired, and the consideration paid for such
shares.
Dates Acquired Number of Price
Shares Per Share
James and Nancy Seifert ............. 1995 10,950 $2.00
Paul Clifford........................ 1995 200,000 n/a(1)
(1) Issued in connection with the acquisition of NBS, Inc., in 1994.
Options and Warrants
Certain officers, directors, and subsidiary officers and shareholders have been
granted options and warrants to purchase shares of Common Stock. See Executive
Compensation -- Stock Options.
Developments in Corporate Structure
In 1995, the Company acquired NBS, Inc., a Minnesota corporation, and changed
its name to ACT VideoConferencing, Inc. Also in 1995, the Company organized ACT
Teleconferencing B.V., a wholly owned Netherlands subsidiary ("ACT Europe"), to
direct the Company's entry into the teleconferencing services industry on the
European continent. Both ACT VideoConferencing and ACT Europe commenced
operations in September 1995.
Guarantees
The Company has a term loan with Norwest Bank, N.A., Boulder, Colorado, that is
secured by substantially all the assets of the Company. The term loan and
certain financing leases are personally guaranteed by Gerald D. Van Eeckhout and
Carolyn R. Van Eeckhout.
Financial and Accounting Consulting Services
Charles T. Stout, the Company's Treasurer, provides consulting services to the
Company with respect to financial and accounting matters generally and,
particularly, with respect to such matters within the context of the
teleconferencing industry. See "Directors and Executive Officers -- Charles T.
Stout." For services of a routine nature, Mr. Stout receives no remuneration
other than the potential benefit he may receive as a shareholder and option
holder. For matters on which his consulting services are required in depth, he
is available as a paid consultant on terms that are at least as favorable to the
Company as the Company might obtain from unaffiliated parties. The Company has
not obtained an independent determination of the fairness and reasonableness of
Mr. Stout's consulting fees, but has determined that his hourly rates are equal
to or less than fees charged by independent contractors. Management believes it
has had sufficient experience in such matters in the past to determine the
reasonableness of Mr. Stout's time and rates such that the expense of an
independent determination would not be cost effective. During 1994, he received
$300 for such service. He has received no remuneration from the Company during
1995. To date, in 1996, he has received $2,880 for such services.
Technical Services Consulting
At various times, the Company has utilized the services of John W. Hill,
currently a subsidiary officer, as a consultant with respect to various
technical matters. See "Directors and Executive Officers -- John W. Hill." The
Company believes that services rendered to the Company by Mr. Hill in his
individual capacity have been on terms at least as favorable to the Company as
the Company might have obtained from an unaffiliated party. Mr. Hill has a
unique background in the industry which is of benefit to the Company.
In addition, the Company has utilized the services of Janus Technology Group
("Janus") for consulting and purchasing services relating to design,
development, and installation of the Company's computer network and telephone
systems and for the purchase and installation of bridging equipment. Janus is
wholly owned by Mr. Hill.
During 1994, the Company paid Janus the sums $34,250 for such services. During
1995, before Mr. Hill became a full time, salaried employee of the Company in
April of that year, the Company paid Janus the sum of $13,350 for such services.
There was no independent determination of the fairness and reasonableness of the
terms of these transactions with Janus; however, the Company, in each instance,
compared the prices quoted by Janus for goods and services with the cost of
similar goods and services from independent vendors and determined that the
goods and services provided to the Company by Janus were on terms at least as
favorable to the Company as the Company might have obtained from an unaffiliated
party through arms-length bargaining.
Since Mr. Hill became a full-time salaried employee of the Company in April
1995, the Company no longer obtains consulting services from him or from Janus
and, as of December 15, 1995, no longer utilizes Janus to purchase equipment.
Janus has no connection with Janus Funds.
Board of Directors
The Board of Directors is presently composed of four individuals and has two
vacancies, one of which is anticipated to be filled at the Annual Meeting. The
Board of Directors held seven meetings during 1995.
The Company's Board of Directors has a standing Audit Committee and a standing
Personnel and Compensation Committee, which also serves as a nomination
committee. The Audit Committee is responsible for the selection and evaluation
of performance of the Company's outside accountants. The Personnel and
Compensation Committee has the following responsibilities: (1) review executive
performance and compensation; (2) manage stock option grants; and (3) nominate
board members.
The Audit Committee is composed of Ronald J. Bach as chair, with James Seifert
as a member. The Personnel and Compensation Committee is composed of James
Seifert as chair, with Ronald J. Bach as a member. Each of these committees held
one meeting during 1995.
The Personnel and Compensation Committee will consider nominees to the Board of
Directors recommended by the Company's shareholders (the "Shareholders"). A
shareholder desiring to submit such a recommendation should send it in a letter
addressed to James Seifert at the Company's address.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation paid
by the Company for services rendered for the fiscal years ended December 31,
1993, December 31, 1994, and December 31, 1995, to Gerald D. Van Eeckhout,
Chairman of the Board and Chief Executive Officer. No executive officer was paid
cash compensation in excess of $100,000 during any of these three years.
<TABLE>
<CAPTION>
Annual Compensation Long-Term
Fiscal ------------------- Compensation All Other
Name and Principal Position Year Salary Bonus Options Compensation(1)
- - --------------------------- ---- ------ ----- ------- ---------------
<S> <C> <C> <C> <C> <C>
Gerald D. Van Eeckhout, 1995 $74,827 none none $13,971
Chairman of the Board, 1994 73,028 none none 13,971
and CEO 1993 58,210 none none 13,971
</TABLE>
- - ---------
(1) Including an annual disability insurance policy premium of $1,971 per
year and a split-dollar life insurance policy premium of $12,000 per
year.
Mr. Van Eeckhout's annual compensation for 1996 will be limited to a maximum
base salary of $80,000, plus a performance bonus to be set by the Personnel and
Compensation Committee of the Board.
Directors' Fees
The Company plans to adopt a compensation plan for directors which will provide
for payment of directors' fees in the form of stock options or stock grants. The
Company previously made two grants of options for a total of 5,000 shares each
to its nonemployee directors at $2.00 per share, vesting over four years from
date of grant, expiring ten years from date of grant.
Key Employee Insurance
The Company maintains a key-employee life insurance policy on the life of Mr.
Van Eeckhout, in the amount of $500,000, which is payable to the Company. The
intended purpose of this policy is to assist the Company in replacing Mr. Van
Eeckhout and in making other adjustments in operations in the event of his
death. The Company's United Kingdom subsidiary holds a life insurance policy on
the life of Mr. Holden in the amount of (pound)250,000 (currently approximately
$400,000), the proceeds of which are payable to the subsidiary for the purpose
of liquidating Mr. Holden's estate's ownership of the subsidiary's shares in the
event of his death. The Company has the option to repurchase Mr. Holden's shares
upon his death or disability.
Employment Agreements
Although officers receive agreed upon salaries and are eligible for performance
incentives determined from time to time by the Board, the Company has no formal
employment agreements with any of its officers other than two officers of
subsidiaries. Its United Kingdom subsidiary has a service agreement with its
Managing Director, Mr. Holden, which may be terminated by the employer or
employee on six months' notice. Pursuant to said agreement, Mr. Holden receives
a base salary, currently (pound)46,000 per year, and a performance-related bonus
as determined by the subsidiary's board from time to time. Mr. Holden received a
bonus of (pound)12,872 in 1995. Mr. Clifford, Vice President and General Manager
of ACT VideoConferencing, Inc., has a two-year employment agreement under which
he is compensated $75,000 per year plus a performance bonus commencing in 1996.
Stock Options
The Company has adopted a Stock Option Plan for employees and consultants. A
total of 400,000 shares of Common Stock are reserved for issuance under the
Plan. Options to purchase 163,000 shares are vested or may become vested under
the Plan.
VOTING PROCEDURES
With regard to the nominated directors, a majority vote of Shareholders is
required to elect these individuals as directors.
Votes will be tallied manually at the meeting. Formal abstentions will count for
purposes of forming a quorum of the Shareholders, but will not count toward a
majority vote.
Your vote is very important to the Company. If you will not be able to attend
the Annual Meeting, please take a moment to fill out the enclosed Proxy and mail
it to the Company in the enclosed envelope.
This is the proxy card sent to shareholders.
PROXY
ACT TELECONFERENCING, INC.
ANNUAL SHAREHOLDERS' MEETING
JUNE 6, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Ronald J. Bach, Charles T. Stout, and Pamela Van
Eeckhout as Proxies, each with the power to appoint her or his substitute, and
hereby authorizes them, or any of them, to represent and to vote, as designated
below, all the shares of common stock, no par value, of ACT Teleconferencing,
Inc., held of record by the undersigned as of May 3, 1996, at the Annual Meeting
of shareholders to be held on June 6, 1996, or any adjournment thereof.
Election of Directors
[ ] For all nominees listed below [ ] Withhold Authority
(except as marked to the contrary below) to vote for all nominees
listed below
(Instruction: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below.)
Carolyn R. Van Eeckhout and Donald L. Sturtevant
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting.
[ ] For [ ] Against [ ] Abstain
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholders. If no direction is made, this Proxy will be voted
FOR each proposal.
Please sign exactly as your name appears on your stock certificate. If shares
are held by joint tenants, both should sign. When signing as attorney-in-fact,
executor, administrator, trustee, or guardian, please give full title as such.
If signing on behalf of a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
__________
Number of Shares Owned
Date Signed: ____________________, 1996
________________________________________
(Print Name(s) of Shareholder(s)
________________________________________
Signature (all joint tenants must sign)
________________________________________
Signature of Joint Tenant (if applicable)
