<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: October 29, 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 130, 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 October 16, 1998, Registrant
------------------------------------
ACT Teleconfrencing, Inc. ("ACT") acquired 100% of the issued capital in
Advanced Multi-Point Conferencing, Inc. ("AMC"), located in Kanata, Ontario,
Canada for a purchase price of US$884,365.78 ($84,734.00 cash plus $669,271.98
of ACT common stock (112,710 shares x $5.938 per share) with deferred cash
payments over the next six months as follows: $65,179.90 on 1/16/99 and
$65,179.90 on 4/16/99 (based on CAN$100,000 x .651799 current exchange rate))
from the following ten Canadian residents: Wendy Threader, Stephen Nava, Mark
Kelly, Denis Colbourne, Terry Kelly, Margo Kelly, Jack Threader, Tina Cheung,
Anna Cheung, and Tom Moore ("AMC sellers"). Deferred payments will be adjusted
to reflect the exchange rate on the date of payment.
ACT did not have any preexisting relationship with any of the AMC sellers. Upon
further analysis, AMC financial statements will be provided if necessary. Cash
from operations provided the source of cash for the acquisition.
Item 9. Sale of Equity Securities Pursuant to Regulation S. Pursuant to
--------------------------------------------------
Regulation S, on October 16, 1998, ACT issued 112,710 shares of common stock at
$5.938 per share in a private offering to Canadian residents Wendy Threader,
Stephen Nava, Mark Kelly, Denis Colbourne, Terry Kelly, Margo Kelly, Jack
Threader, Tina Cheung, Anna Cheung, and Tom Moore in connection with ACT's
acquisition of the issued capital of AMC.
<PAGE>
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: October 29, 1998 By:/s/ Gavin Thomson
(Signature)
Gavin Thomson
Chief Financial Officer
2
