<PAGE>
As filed with the Securities and Exchange Commission on August 18, 1998
Registration No. 33-97908-D
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
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 80401
SUITE 130 (Zip Code)
GOLDEN, COLORADO
(Address of principal executive offices)
ACT TELECONFERENCING, INC. EMPLOYEE STOCK PURCHASE PLAN OF 1998
AND
ACT TELECONFERENCING, INC. STOCK OPTION PLAN OF 1996, AS AMENDED
(Full title of the plans)
Gerald D. Van Eeckhout
1658 Cole Boulevard
Suite 130
Golden, Colorado 80401
(Name and address of agent for service)
(303) 233-3500
(Telephone number, including area code, of agent for service)
______________________
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 (Reg. No. 33-97908-D, filed on July 2, 1998 and incorporated by
reference,) is being filed solely for the purpose of correcting a transposition
error in the table on the cover page indicating the registered securities. All
other portions of the Registration Statement, as previously filed, remain
unchanged. The 400,000 shares for the Employee Stock Purchase Plan of 1998 in
the table were transposed with the 100,000 shares for the Stock Option Plan of
1996, As Amended. The correct registration should have been for 100,000 shares
for the Employee Stock Purchase Plan of 1998 and 400,000 shares for the Stock
Option Plan of 1996, As Amended,k as indicated in the following corrected table.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
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, 100,000 $9.3750 $ 937,000 $ 276.56
no par value shares
Employee Stock
Purchase Plan of 1998
- ------------------------------------------------------------------------------------
Common Stock, 400,000
no par value shares $9.3750 $3,750,000 $1,106.25
Stock Option Plan
of 1996, As Amended
====================================================================================
</TABLE>
(1) Estimated pursuant to Rules 457(c) and 457(h)(1) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the registration
fee, based on the average high and low sale prices per share of the
registrant's common stock on June 29, 1998, as reported on the Nasdaq
National Market System.
================================================================================
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it duly caused this this Post-Effective Amendment No. 1
to the Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Golden, State of Colorado, on August
12, 1998.
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 Post-
Effective Amendment No. 1 to the Registration Statement on Form S-8 has been
signed on August 12, 1998 by the following persons in the capacities indicated.
Signature Capacity
- --------- --------
/s/ Gerald D. Van Eeckhout Chief Executive Officer and Director
- ---------------------------- (Principal Executive Officer)
Gerald D. Van Eeckhout
<PAGE>
/s/ Gavin Thomson Chief Financial Officer and Secretary
- ------------------- (Principal Financial and Accounting Officer)
Gavin Thomson
/s/ Ronald J. Bach* Director
- ---------------------
Ronald J. Bach
/s/ James F. Seifert* Director
- ----------------------
James F. Seifert
/s/ Carolyn R. Van Eeckhout* Director
- ------------------------------
Carolyn R. Van Eeckhout
/s/ Donald L. Sturtevant* Director
- --------------------------
Donald L. Sturtevant
*By /s/ Gavin Thomson
-------------------
Gavin Thomson, Attorney-in-Fact
Pursuant to Power of Attorney, Exhibit 24 to Form S-8
(Reg. No. 33-97908-D, filed July 2, 1998 and incorporated by reference)
