<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report: January 15, 1998
ACT Teleconferencing, Inc.
(Exact name of registrant as specified in its charter)
Colorado 0-27560 84-1132665
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
1658 Cole Boulevard, Suite 162, Golden, Colorado 80401
(Address of principal executive offices) Zip Code
(303) 233-3500
(Registrant's telephone number)
Item 2. Acquisition or Disposition of Assets. On December 29, 1997, Registrant
ACT Teleconferencing, Inc. ("ACT") acquired 80% of the issued capital in
Multimedia and Teleconferencing Systems Limited ("MaTS"), located in the United
Kingdom, for a minimum purchase price of $745,464 [$155,474 cash plus $589,990
of ACT common stock (81,378 shares x $7.25 per share)] and a maximum purchase
price of $1,285,474 million [$155,474 cash plus $1,130,000 of ACT common stock
(155,862 common shares at $7.25 per share)] from the following four United
Kingdom residents: Finlay McKeracher, Irene Brown McKeracher, Martin James
Offwood and Sarah Stacey ("MaTS sellers"). Some of the shares (74,484) may not
issue to the MaTS sellers, as the issuance of these shares is conditional upon
certain performance criteria imposed on MaTS through 1999.
ACT warrant holders exercised their warrants, which provided ACT's source of
cash for the acquisition. ACT did not have any preexisting relationship with
any of the MaTS sellers. Upon further analysis, MaTS financial statements will
be provided if necessary.
Item 9. Sales of Equity Securities Pursuant to Regulation S. Pursuant to
Regulations 144 and S, on December 12, 1997, ACT issued 81,378 shares of common
stock at $7.25 per share in a private offering to United Kingdom residents
Finlay McKeracher, Irene Brown McKeracher, Martin James Offwood and Sarah
Stacey. On December 29, 1997, pursuant to Regulations 144 and S, an additional
74,484 shares at $7.25 may issue to these United Kingdom residents dependent
upon certain performance criteria
<PAGE>
imposed on MaTS through 1999.
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 hereunto duly authorized.
ACT Teleconferencing, Inc.
(Registrant)
Date: January 15, 1998 By:/s/ Gavin Thomson
(Signature)
Gavin Thomson
Chief Financial Officer
2
