As filed with the Securities and Exchange Commission on August 12, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ACT TELECONFERENCING, INC.
(Exact name of Registrant as specified in its charter)
COLORADO 84-1132665
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1658 COLE BOULEVARD, SUITE 162 80401
GOLDEN, COLORADO (Zip Code)
(Address of principal executive offices)
ACT TELECONFERENCING, INC. STOCK OPTION PLAN OF 1991
(Full title of the plan)
Gerald D. Van Eeckhout
1658 Cole Boulevard, Suite 162
Golden, Colorado 80401
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (303) 233-3500
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CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered per share (1) price (1) fee
<S> <C> <C> <C> <C>
Common Stock, 400,000
no par value shares $2.39 $957,000 $330
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(1) Calculated pursuant to Rule 457(h)(1) based on the average exercise
price of outstanding and exercised options.
ACT TELECONFERENCING, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of ACT Teleconferencing, Inc. (the
"Company") filed with the Securities and Exchange Commission (the "Commission")
are incorporated in this Registration Statement by reference and made a part
hereof:
(1) The Company's prospectus dated and filed February 2, 1996
pursuant to Rule 424(b) of the Securities Act of 1933, as
amended (the "Securities Act"), together with the Company's
Special Financial Report on Form 10-KSB, filed May 2, 1996,
which contains audited financial statements for the Company's
fiscal year ended December 31, 1995, the latest fiscal year
for which such statements have been filed.
(2) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year
ended December 31, 1995.
(3) The description of the Company's Common Stock which is
contained in the Registration Statement on Form SB-2 filed
October 10, 1995 under the Securities Act and all amendments
and reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all of the shares of Common
Stock offered have been sold or which deregisters all shares of the Common Stock
then remaining unsold shall be deemed to be incorporated by reference in and a
part of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed
to be incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Colorado Business Corporation Act permits a corporation
organized thereunder to indemnify its directors, officers, employees, and agents
for certain of their acts. The Articles of Incorporation of the Company have
been framed so as to conform to the Colorado Business Corporation Act.
(Reference is made to the Restated Articles of Incorporation filed as Exhibit
4.1 to this Registration Statement.)
In general, the Company may indemnify any officer, director,
employee, or agent against expenses, fines, penalties, settlements, or judgments
arising in connection with a legal proceeding to which such person is a party,
if that person's actions were in good faith, were believed to be in the
Company's best interest, and were not unlawful. Indemnification is mandatory
with respect to a director or officer who was wholly successful in defense of a
proceeding. In all other cases, indemnification of a director, officer,
employee, or agent requires a determination by independent decision of the Board
of Directors, by independent legal counsel, or by a vote of the shareholders
that the applicable standard of conduct was met by the person to be indemnified.
The circumstances under which indemnification is granted in
connection with an action brought on behalf of the Company are generally the
same as those set forth above; however, with respect to such actions against
directors, indemnification is granted only with respect to reasonable expenses
actually incurred in connection with the defense or settlement of the action. In
such actions, the person to be indemnified must have acted in good faith and in
a manner the person reasonably believed was in the Company's best interest; the
person must not have been adjudged liable to the Company; and the person must
not have received an improper personal benefit.
Indemnification may also be granted pursuant to the terms of
agreements which may be entered into in the future pursuant to a vote of
shareholders or directors. In addition, the Company is authorized to purchase
and maintain insurance which protects its officers and directors against any
liabilities incurred in connection with their services in such a position, and
such a policy may be obtained by the Company in the future.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Description
4.1 Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Form 10-Q for the Quarter Ended March 31, 1996, File No.
0-27560).
4.2 By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Form 10-Q for the Quarter Ended March 31,
1996, File No. 0-27560).
4.3 Form of specimen certificate for Common Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form SB-2 (Registration No.
33-97908-D)).
4.4 ACT Teleconferencing, Inc. Stock Option Plan of 1991
(incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form SB-2 (Registration No.
33-97908-D)).
5 Opinion of Faegre & Benson LLP as to the legality of the
shares being registered.
23.1 Consent of Faegre & Benson LLP is contained in its opinion
filed as Exhibit 5 to this Registration Statement.
23.2 Consent of Van Dorn & Bossi.
24 Power of Attorney authorizing Gerald D. Van Eeckhout and
Carolyn R. Van Eeckhout to sign this Registration Statement on
behalf of Ronald J. Bach.
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement to: (i) include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933; (ii)
reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and (iii)
include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs
(A)(1)(i) and (A)(1)(ii) do not apply if the registration
statement is on Form S-3 or S-8, and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Golden, State of Colorado, on August 9, 1996.
ACT TELECONFERENCING, INC.
By /s/ Gerald D. Van Eeckhout
Gerald D. Van Eeckhout
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on August 9, 1996 by the following
persons in the capacities indicated.
Signature Capacity
/s/ Gerald D. Van Eeckhout Chief Executive Officer
Gerald D. Van Eeckhout (Principal Executive Officer)
/s/ Pamela Van Eeckhout Chief Financial Officer and Secretary
Pamela Van Eeckhout (Principal Financial and Accounting
Officer)
/s/ Gerald D. Van Eeckhout Director
Gerald D. Van Eeckhout
/s/ Carolyn R. Van Eeckhout Director
Carolyn R. Van Eeckhout
/s/ Ronald J. Bach* Director
Ronald J. Bach
- --------------------------------- Director
James F. Seifert
- --------------------------------- Director
Donald L. Sturtevant
- ---------------------------------
*By Gerald D. Van Eeckhout as Attorney-in-Fact
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INDEX TO EXHIBITS
Method
Exhibit Description of Filing
<C> <C> <C>
4.1 Restated Articles of Incorporation of the Company (incorporated by reference to Incorporated by
Exhibit 3.1 to the Company's Form 10-Q for the Quarter Ended March 31, 1996, Reference
File No. 0-27560).
4.2 By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Form 10-Q for the Quarter Ended March 31, 1996, File No. 0-27560). Incorporated by
Reference
4.3 Form of specimen certificate for Common Stock of the Company (incorporated by Incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on Form SB-2 Reference
(Registration No. 33-97908-D)).
4.4 ACT Teleconferencing, Inc. Stock Option Plan of 1991 (incorporated by reference Incorporated by
to Exhibit 10.1 to the Company's Registration Statement on Form SB-2 Reference
(Registration No. 33-97908-D)).
5 Opinion of Faegre & Benson LLP as to the legality of the shares being registered Electronic
Transmission
23.1 Consent of Faegre & Benson LLP is contained in its opinion filed as Exhibit 5
to this Registration Statement
23.2 Consent of Van Dorn & Bossi Electronic
Transmission
24 Power of Attorney authorizing Gerald D. Van Eeckhout and Carolyn R. Van Electronic
Eeckhout to sign this Registration Statement on behalf of Ronald J. Bach Transmission
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August 9, 1996
Board of Directors
ACT Teleconferencing, Inc.
1658 Cole Boulevard, Suite 162
Golden, Colorado 80401
In connection with the proposed registration under the
Securities Act of 1933, as amended, of shares of Common Stock of ACT
Teleconferencing, Inc., a Colorado corporation (the "Company"), offered and to
be offered pursuant to the ACT Teleconferencing Stock Option Plan of 1991 (the
"Plan"), we have examined the Company's Restated Articles of Incorporation, its
By-Laws, and such other documents, including the Registration Statement on Form
S-8, dated the date hereof, to be filed with the Securities and Exchange
Commission relating to such shares (the "Registration Statement"), and have
reviewed such matters of law as we have deemed necessary for this opinion.
Accordingly, based upon the foregoing, we are of the opinion that:
1. The Company is duly and validly organized and existing and
in good standing under the laws of the State of Colorado.
2. The Company has duly authorized the issuance of the shares
of Common Stock which may be issued pursuant to the Plan.
3. The shares which may be issued pursuant to the Plan will
be, upon issuance, validly issued and outstanding and fully paid and
nonassessable.
4. All necessary corporate action has been taken by the
Company to adopt the Plan, and the Plan is a validly existing plan of the
Company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FAEGRE & BENSON LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
August 9, 1996
ACT Teleconferencing, Inc.
1658 Cole Boulevard, Suite 162
Golden, Colorado 80401
We consent to (i) the inclusion by reference of our report dated
February 24, 1995, on the audits of the consolidated financial statements of ACT
Teleconferencing, Inc. (the "Company"), and its subsidiaries as of December 31,
1994 and for the years ended December 31, 1994 and December 31, 1993, and (ii)
the inclusion by reference of our report dated April 5, 1996, on the audits of
the consolidated financial statements of the Company and its subsidiaries as of
December 31, 1995, and for the years ended December 31, 1995 and December 31,
1994, in the Company's registration statement filed on Form S-8, dated August
12, 1996 (the "Registration Statement").
We also consent to the reference to our Firm under the heading
"Experts" contained in the Prospectus prepared in connection with the
Registration Statement.
VAN DORN & BOSSI
Certified Public Accountants
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Gerald D. Van Eeckhout
and Carolyn R. Van Eeckhout, or either or them, such person's true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such person and in such person's name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8 of ACT
Teleconferencing, Inc. and any or all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits hereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Ronald J. Bach
Ronald J. Bach
