<PAGE>
As filed with the Securities and Exchange Commission on February 15, 1999.
Registration No. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACT TELECONFERENCING, INC.
(Exact name of the 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 130
Golden, Colorado 80401
(303) 233-3500
(Address and telephone number
of principal executive offices)
Gavin J. Thomson
1658 Cole Boulevard, Suite 130
Golden, Colorado 80401
(303) 235-9000
(Name, address, and telephone number
of agent for service)
Copy to:
William J. Campbell
Benjamin M. Chin
Faegre & Benson LLP
2500 Republic Plaza
370 Seventeenth Street
Denver, Colorado 80202
(303) 592-9000
___________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
-----------
____________________
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================
Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price per offering registration
be registered registered unit or share price fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, no 131,210 $5.25 $688,852.50 $191.50
par value
- ---------------------------------------------------------------------------------------
</TABLE>
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
1
<PAGE>
PROSPECTUS
ACT TELECONFERENCING, INC.
131,210 Shares of Common Stock
Pursuant to a Share Purchase Agreement dated as of September 30, 1998, we
acquired 100% of the shares of Advanced Multipoint Conferencing, Inc. ("AMC"),
an Ottawa teleconferencing services company, for cash and by issuing 112,710
shares of our common stock. This prospectus relates to the registration of the
112,710 shares and 18,500 of our shares (collectively referred to as the
"Shares") issued to Intrepid Communications, LLC pursuant to a Services
Agreement dated as of January 18, 1999. We will not receive any cash for the
131,210 shares.
<TABLE>
<CAPTION>
Per Share Total
----------------- -------
<S> <C> <C> <C>
Offering Price
Common Stock 112,710 $5.25 $591,727.50
Common Stock 18,500 $5.25 $ 97,125.00
Commissions None None
Proceeds to ACT $5.25 $688,852.50*
</TABLE>
*Before deducting expenses
NASDAQ SmallCap Market Trading Symbols:
ACTT (Common Stock)
ACTTW (Warrants)
_______________________
This investment involves a high degree of risk. You should purchase shares
only if you can afford a complete loss. See "Risk Factors" beginning on page 4.
The Securities and Exchange Commission or any state securities commission has
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
_______________________
Dated February 15, 1999
1
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
RISK FACTORS........................................................... 4
INFORMATION INCORPORATED BY REFERENCE.................................. 5
THE COMPANY AND RECENT DEVELOPMENTS.................................... 5
THE TRANSACTION........................................................ 7
USE OF PROCEEDS........................................................ 7
PLAN OF DISTRIBUTION................................................... 7
DESCRIPTION OF SECURITIES.............................................. 8
LEGAL MATTERS.......................................................... 8
EXPERTS................................................................ 8
INDEMNIFICATION........................................................ 8
</TABLE>
We have not authorized any dealer, salesperson, or other person to
give any information or represent anything not contained in this prospectus. You
should not rely on any unauthorized information. This prospectus does not offer
to sell or buy any shares in any jurisdiction in which it is unlawful. The
information in this prospectus is current as of the date on the cover.
RISK FACTORS
Our risk factors are set forth in full in our Post-Effective Amendment
No. 4 to Form SB-2 filed on December 8, 1998 and our prospectus filed on January
4, 1999, both are incorporated by reference in this prospectus. We will furnish
without charge to you, on written or oral request, a copy of such documents
(other than the attached exhibits). You should direct any requests for such
report to:
Jeana Sutphin
1658 Cole Boulevard, Suite 130
Golden, Colorado 80401
(303) 235-9000
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a Registration Statement on Form S-3 that
we filed with the Securities and Exchange Commission. Certain information in the
Registration Statement has been omitted from this prospectus in accordance with
the rules of the SEC. We file annual, quarterly, and special reports, proxy
statements and other information with the SEC. Our SEC filings are available to
the public over the Internet at the SEC's web site at http://www.sec.gov. You
may also read and copy any document we file with the SEC at its Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain
copies of the documents at prescribed rates by writing to the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of its
Public Reference Room. Our SEC filings are also available at the office of the
National Association of Securities Dealers, Inc. For more information on
obtaining copies of our public filings at the National Association of Securities
Dealers, Inc., you should write to National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" certain of our
publicly-filed documents into this prospectus, which means that information
included in these documents is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended. The information incorporated by reference is an important part of this
prospectus and information that we file subsequently with the SEC will
automatically update this prospectus. We incorporate by reference our:
. Annual Report on Form 10-KSB/A for the year ended December 31,
1997 (including information specifically incorporated by
reference) filed March 24, 1998;
. Definitive Notice and Proxy Statement filed April 15, 1998, filed
in connection with our May 13, 1998 annual meeting of
shareholders;
. Quarterly Reports on Form 10-QSB for the quarters ending March 31
(filed May 15), June 30 (filed August 14 and amended on August
24), and September 30, 1998 (filed November 13, 1998);
. Current Reports on Form 8-K filed with the SEC on January 15,
July 17, and October 30, 1998 and January 4 and January 15, 1999;
. Form S-8 filed July 2, 1998 and Post-Effective Amendment No. 1 to
Form S-8 filed August 19, 1998;
. Post-Effective Amendment No. 4 to Form SB-2 filed December 8,
1998; and
. Prospectus filed on January 4, 1999.
You or any beneficial owner may request a copy of these filings (other than
an exhibit to a filing unless that exhibit is specifically incorporated by
reference into that filing) at no cost, by writing to or telephoning us at the
following address:
Jeana Sutphin
1658 Cole Boulevard, Suite 130
Golden, Colorado 80401
(303) 235-9000
1
<PAGE>
THE COMPANY AND RECENT DEVELOPMENTS
We provide and market a broad range of high-quality audio, video and data
teleconferencing services, and distribute related teleconferencing products to
businesses and other organizations in the United States, United Kingdom,
Netherlands, Belgium, France, and Australia. We maintain operations centers in
these countries, where we have installed and operate computer-managed
telecommunications equipment known as "bridges" for conducting multiparty audio
conferences.
Our Actioncall(TM) audio teleconferencing services accommodate multiparty
conferences with a number of participants at levels of audio volume and clarity
that are not generally available on most office telephones. Audio
teleconferencing enables routine meetings, training, information distribution
and other business meetings to take place where travel makes it impractical,
inconvenient, or expensive to assemble a large group on short notice or with
regular frequency. We offer a variety of services at different price levels
depending on customer needs and business volume. Our customers include small
businesses, multinationals, law firms, accounting firms, banks, and a variety of
other businesses and entities.
1
<PAGE>
Our video conferencing bridging service commenced in 1996 in the United
Kingdom. It connects video participants by means of a video multipoint control
unit ("MCU") under the ActionViewTM brand name. We plan to extend this
videoconferencing service to all other operations centers worldwide.
We also offer a variety of audio and video teleconferencing products
including the Tandberg, Picturetel, Polycom, and RSI brand names. These products
are competitively priced, stand-alone systems that permit individuals or small
groups to send and receive video and audio signals over digital telephone
systems. These systems comply with international standards and are connected
primarily over the Integrated Services Digital Network ("ISDN") service, which
is available in most major metropolitan markets. Our audio and data
teleconferencing services can be provided over any telephone network.
We market data teleconferencing services and software, as an adjunct to our
audio teleconferencing services, and also distribute data teleconferencing
software that permits clients to interconnect desktop computers by standard
modem to simultaneously conduct audio and data teleconferences.
We market our services and products through our North American, European,
and Asia-Pacific marketing operations. We are actively seeking opportunities
for expansion through the establishment of additional American, European, and
Asia-Pacific sales offices and operations centers.
We began handling audio teleconferencing calls for Concert Global Networks
Limited, the global teleconferencing services company owned by British
Telecommunications plc, as an outsource provider of these services during the
fourth quarter of 1998. In October 1998, we agreed to provide video
teleconferencing bridge services for customers of GTE Telephone Operating
Company and to acquire GTE's video conferencing bridging equipment.
We incorporated under the laws of Colorado in 1989, and commenced
operations on January 2, 1990. Through a reorganization in October 1992, we
acquired all of the outstanding shares of our related companies, which were
owned by substantially the same shareholders who owned our shares, transferred
our operating assets to our subsidiaries, and began operations as a holding
company.
In 1992 we acquired 60% of ACT Teleconferencing Limited, a majority owned
United Kingdom subsidiary, to conduct operations in the United Kingdom. In July
1995 we acquired 100% of the issued share capital of NBS, Inc., a Minnesota
corporation, and changed its name to ACT VideoConferencing, Inc. In September
1995 we commenced audio teleconferencing operations in continental Europe
through a wholly owned subsidiary, ACT Teleconferencing B.V., a Netherlands
corporation.
In May 1997 we formed ACT Teleconferencing (Pty) Limited, in Australia and
purchased 80% of the issued share capital. In December 1997 we acquired 80% of
the issued shares of Multimedia and Teleconferencing Solutions, Limited
("MaTS"), a value-added videoconferencing reseller based in the United Kingdom.
In February 1998, we formed ACT Teleconferencing France, S.A., for the purpose
of operating a teleconferencing service in France.
In February 1998, we opened an office (and established an audio
teleconferencing operations center) in New Jersey to serve the New York City
area. In September 1998 we announced our expansion into Canada with the opening
of a new facility in Toronto operated by ACT Teleconferencing Canada, Inc. and
an agreement to acquire Ottawa's Advanced Multi-Point Conferencing, Inc.
("AMC"). We closed on the acquisition of AMC in October 1998. We are
evaluating expansion into Germany and Hong Kong.
We operate as a holding company for our wholly owned domestic and foreign
subsidiaries and for our majority owned international subsidiaries. Our
principal executive offices are located at 1658 Cole Boulevard, Suite 130,
Golden, Colorado 80401, and our telephone number is (303) 233-3500.
2
<PAGE>
THE TRANSACTION
Consistent with our policy to acquire an existing provider of
teleconferencing services in various cities, rather than establishing a new
office and installing a new bridge in that city, on October 16, 1998, we agreed
to acquire 100% of the shares of AMC and paid $1,656,000 Canadian dollars
consisting of $330,000 Canadian dollars in cash and 112,710 shares of our common
stock. We extended the closing date to November 5, 1998 to obtain all the
appropriate documentation and to make adjustments in response to fluctuations in
market price of our common stock and exchange notes and to address accounting
issues. The distribution of cash and common stock to AMC's shareholders was:
<TABLE>
<CAPTION>
AMC SHAREHOLDER CASH (Canadian Dollars) COMMON STOCK
<S> <C> <C>
Mark Kelly 104,430.40 35,666
Stephen Nava 104,430.40 35,666
Wendy Threader 104,430.40 35,666
Anna Cheung 1,044.30 357
Tina Cheung 1,044.30 357
Denis Colbourne 4,177.20 1,428
Margo Kelly 2,088.60 714
Terry Kelly 4,177.20 1,428
Tom Moore 2,088.60 714
Jack Threader 2,088.60 714
----------- ------
TOTAL: $330,000.00 112,710 Shares
</TABLE>
Additionally, on January 18, 1999, we entered into a Services Agreement
with Intrepid Communications, LLC, a Colorado limited liability company, for
management and other services in connection with our Ottawa office. The Service
Agreement provides for our payment of $71,500 cash and issuance of 18,500 shares
of our common stock to Intrepid Communications, LLC. The shares issued to
AMC's shareholders were issued pursuant to Regulation S of the Securities Act of
1933 (the "Act"), and the shares issued to Intrepid Communications, LLC were
exempt under section 4(2) of the Act.
The Shares issued to AMC and Intrepid Communications, LLC were restricted
securities and were issued in transactions that were exempt from registration
under the Securities Act of 1933 and state securities laws.
USE OF PROCEEDS
We will not receive any proceeds from the issuance of our Shares to AMC's
shareholders, but we have already acquired 100% of AMC's shares of common stock.
The acquisition price to obtain AMC's shares was $1,656,000 Canadian dollars
consisting of $330,000 Canadian dollars in cash and 112,710 shares of our common
stock. We will also not receive any proceeds from the issuance of our 18,500
shares to Intrepid Communications, LLC but will receive management and other
services from it.
PLAN OF DISTRIBUTION
3
<PAGE>
We have not engaged the services of an underwriter or broker in connection
with the issuance of the Shares. Our stock transfer agent will issue the Shares
as the holder of the Shares directs.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 10,000,000 shares of Common Stock,
no par value and 1,000,000 shares of Preferred Stock, no par value. As of
December 31, 1998, approximately 100 shareholders of record held 3,769,633
outstanding shares. We believe these shares are held of record for approximately
450 beneficial shareholders. There are no shares of Preferred Stock
outstanding.
Common Stock
The holders of shares of Common Stock are entitled to one vote for each
share held of record on all matters on which shareholders are entitled or
permitted to vote. There is no cumulative voting for the election of directors.
Subject to preferences that may be applicable to any outstanding Preferred
Stock, holders of Common Stock are entitled to receive ratably such dividends as
the board of directors may lawfully declare out of funds legally available and
in liquidation and to share pro rata in any other distribution to the holders of
Common Stock, although no such dividends have ever been paid, and none are
expected to be paid in the future. Holders of Common Stock have no preemptive or
subscription rights. There are no conversion rights, redemption rights, sinking
fund provisions, or fixed dividend rights with respect to the Common Stock.
All currently outstanding shares of Common Stock are, and any Common Stock
issued in this offering or in connection with the future exercise of options or
warrants will be, fully paid and non-assessable.
LEGAL MATTERS
Faegre & Benson LLP will pass upon certain legal matters for the Company in
connection with the issuance of our Shares as described in this prospectus.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements for the years ended December 31, 1997, as set forth in
their report, which is included in this prospectus and registration statement.
Our consolidated financial statements are included in this prospectus and
registration statement in reliance on their report, given on their authority as
experts in accounting and auditing.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Other expenses in connection with this registration on Form S-3 are
estimated to be:
4
<PAGE>
<TABLE>
<CAPTION>
Approximate Expense
Item
<S> <C>
SEC registration fee $ 191.50
Legal Fees 10,000*
Accounting Fees and Expenses 10,000*
Transfer Agent's Fees 235*
Miscellaneous Expenses 973.50*
-------------
Total $ 21,400
</TABLE>
* Indicates estimate for the purpose of this filing.
Item 15. Indemnification of Directors And Officers.
The Colorado Business Corporation Act permits a corporation organized under
it to indemnify its directors, officers, employees, and agents for various acts.
Our Articles of Incorporation have been framed so as to conform to the Colorado
Business Corporation Act. (Reference is made to the Articles of Incorporation,
as amended, incorporated by reference as Exhibit 3.1 to this Registration
Statement.)
In general, we 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 our 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 the
board of directors independent determination, independent legal counsel's
determination, or a vote of the shareholders that the person to be indemnified
met the applicable standard of conduct.
The circumstances under which indemnification is granted in connection with
an action brought on our behalf are generally the same as those mentioned
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 our best interest; the person must not have
been adjudged liable to us; and the person must not have received an improper
personal benefit.
Indemnification may also be granted under the terms of agreements which may
be entered into in the future according to a vote of shareholders or directors.
In addition, we are authorized to purchase and maintain insurance which
protects our officers and directors against any liabilities incurred in
connection with their services in such a position. We may obtain an insurance
policy in the future.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
- --- -----------
<C> <S>
3.1/(2)/ Restated Articles of Incorporation of the Company dated April 15, 1996
3.2/(2)/ Bylaws of the Company, amended as of April 15, 1996
4.1/(1)/ Form of specimen certificate for Common Stock of the Company
5 Opinion of Faegre & Benson LLP
10.1/(1)/ Stock Option Plan of 1991, as amended, authorizing 400,000 shares of Common Stock for
issuance under the Plan
10.2/(1)/ Form of Stock Option Agreement
10.3/(1)/ Form of Common Stock Purchase Warrant
10.10/(1)/ Split Dollar Insurance Agreement dated March 1, 1990, between the Company and Gerald D. Van
Eeckhout
10.11/(1)/ Service Agreement dated April 10, 1992 between David Holden and ACT Teleconferencing Limited
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
10.19/(4)/ Stock Option Plan of 1996
10.20/(5)/ Employee Stock Purchase Plan
10.22/(6)/ Loan and Security Agreement dated March 31, 1998 and Form of Stock Purchase Warrant with
Sirrom Capital Corporation and Equitas L.P.
10.23/(6)/ Loan Agreement with Key Bank, N.A.
10.24/(7)/ Lease Commitment and Warrant with R.C.C. Finance Group Ltd.
10.25/(7)/ Contract for the Supply of Conferencing Services Design Development and Information signed
July 14, 1998 between ACT Teleconferencing Services, Inc. and Concert Global Networks Limited
10.26/(7)/ Agreement for the Supply of Conferencing Services signed July 14, 1998 between ACT
Teleconferencing Services, Inc. and Concert Global Networks Limited
10.27/(7)/ Agreement for Videoconferencing Equipment and Services (GTE Telephone Operating Companies)
dated October 1, 1998
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney included in signature page of registration statement
</TABLE>
/(1)/ Incorporated by reference, attached as an exhibit of the same number to
our Registration Statement on Form SB-2, filed with the SEC on October
10, 1995, and amendments to the Form, SB-2, File No. 33-97908-D.
/(2)/ Incorporated by reference, attached as an exhibit of the same number to
our Form 10-QSB for the Quarter ended March 31, 1996, File No. 0-27560,
filed May 15, 1996.
/(3)/ Incorporated by reference, attached as an exhibit of the same number to
our Form S-8, File 0-27560, filed July 21, 1998.
/(4)/ Incorporated by reference, attached as an exhibit to our Schedule 14A
Information filed with the SEC on April 30, 1997, File No. 0-27560.
/(5)/ Incorporated by reference, attached as an exhibit to our Schedule 14A
Information filed with the SEC on April 15, 1998, File No. 0-27560.
/(6)/ Incorporated by reference, attached as an exhibit of the same number to
our Amendment No. 1 to Form 10-QSB for the Quarter ended June 30, 1998,
File 0-27560, filed August 24, 1998 (originally filed under cover of
Form SE on August 14, 1998).
/(7)/ Incorporated by reference, attached as an exhibit of the same number to
our Form 10-QSB for the Quarter ended September 30, 1998, File 0-27560,
filed November 16, 1998.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to 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.
. That, for the purpose of determining any liability under the
Securities Act, 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.
6
<PAGE>
. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
this offering.
. That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Securities Act and will be governed by the final
adjudication of such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused the undersigned to sign
this Registration Statement or Amendment on the Registrant's behalf, duly
authorized in the City of Golden, State of Colorado, on February 15, 1999.
ACT TELECONFERENCING, INC.
Date: February 15, 1999 By /s/ Gerald D. Van Eeckhout
-------------------------------
Gerald D. Van Eeckhout
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the following
persons in the capacities and on the dates stated signed this Registration
Statement or Amendment.
Signature Title
- --------- -----
/s/ Gerald D. Van Eeckhout Chief Executive Officer
- -------------------------- and Director
Gerald D. Van Eeckhout (Principal Executive Officer)
/s/ Gavin Thomson Chief Financial Officer
- -------------------------- (Principal Financial &
Gavin Thomson Accounting Officer)
*
- -------------------------- Director
Ronald J. Bach
*
- -------------------------- Director
James F. Seifert
*
- -------------------------- Director
Carolyn R. Van Eeckhout
*
- -------------------------- Director
Donald Sturtevant
* Gavin Thomson signs this document on behalf of each of the above named
directors of the Registrant under each person's duly executed power of attorney.
/s/ Gavin Thomson
-------------------------------
Gavin Thomson, Attorney in fact
8
<PAGE>
Index to Exhibits
All exhibits are filed electronically or incorporated by reference.
<TABLE>
<CAPTION>
Exhibit
No. Description
- --- -----------
<C> <S>
3.1/(2)/ Restated Articles of Incorporation of the Company dated April 15, 1996
3.2/(2)/ Bylaws of the Company, amended as of April 15, 1996
4.1/(1)/ Form of specimen certificate for Common Stock of the Company
5 Opinion of Faegre & Benson LLP
10.1/(1)/ Stock Option Plan of 1991, as amended, authorizing 400,000 shares of Common Stock for
issuance under the Plan
10.2/(1)/ Form of Stock Option Agreement
10.3/(1)/ Form of Common Stock Purchase Warrant
10.10/(1)/ Split Dollar Insurance Agreement dated March 1, 1990, between the Company and Gerald D. Van
Eeckhout
10.11/(1)/ Service Agreement dated April 10, 1992 between David Holden and ACT Teleconferencing Limited
10.19/(4)/ Stock Option Plan of 1996
10.20/(5)/ Employee Stock Purchase Plan
10.22/(6)/ Loan and Security Agreement dated March 31, 1998 and Form of Stock Purchase Warrant with
Sirrom Capital Corporation and Equitas L.P.
10.23/(6)/ Loan Agreement with Key Bank, N.A.
10.24/(7)/ Lease Commitment and Warrant with R.C.C. Finance Group Ltd.
10.25/(7)/ Contract for the Supply of Conferencing Services Design Development and Information signed
July 14, 1998 between ACT Teleconferencing Services, Inc. and Concert Global Networks Limited
10.26/(7)/ Agreement for the Supply of Conferencing Services signed July 14, 1998 between ACT
Teleconferencing Services, Inc. and Concert Global Networks Limited
10.27/(7)/ Agreement for Videoconferencing Equipment and Services (GTE Telephone Operating Companies)
dated October 1, 1998
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney included in signature page of registration statement
</TABLE>
/(1)/ Incorporated by reference, attached as an exhibit of the same number to
our Registration Statement on Form SB-2, filed with the SEC on October
10, 1995, and amendments to the Form, SB-2, File No. 33-97908-D.
/(2)/ Incorporated by reference, attached as an exhibit of the same number to
our Form 10-QSB for the Quarter ended March 31, 1996, File No. 0-27560,
filed May 15, 1996.
/(3)/ Incorporated by reference, attached as an exhibit of the same number to
our Form S-8, File 0-27560, filed July 21, 1998.
/(4)/ Incorporated by reference, attached as an exhibit to our Schedule 14A
Information filed with the SEC on April 30, 1997, File No. 0-27560.
/(5)/ Incorporated by reference, attached as an exhibit to our Schedule 14A
Information filed with the SEC on April 15, 1998, File No. 0-27560.
/(6)/ Incorporated by reference, attached as an exhibit of the same number to
our Amendment No. 1 to Form 10-QSB for the Quarter ended June 30, 1998,
File 0-27560, filed August 24, 1998 (originally filed under cover of
Form SE on August 14, 1998).
/(7)/ Incorporated by reference, attached as an exhibit of the same number to
our Form 10-QSB for the Quarter ended September 30, 1998, File 0-27560,
filed November 16, 1998.
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Exhibit 5
OPINION OF COUNSEL
February 15, 1999
ACT Teleconferencing, Inc.
Suite 130
1658 Cole Boulevard
Golden, Colorado 80401
RE: Registration on Form S-3
------------------------
Ladies and Gentlemen:
You have requested our opinion as counsel for ACT Teleconferencing, Inc.
(the "Company"), a Colorado corporation, in connection with your Registration
Statement on Form S-3 under the Securities Act of 1933 (the "Securities Act"),
as amended, and the rules and regulations promulgated under the Securities Act,
for the Company's offering of 131,210 Shares of Common Stock, no par value (the
"Shares").
We have examined the Company's Form S-3 to be filed with the SEC on or
about February 15, 1999 (the "Registration Statement"). We have also examined
the Amended and Restated Articles of Incorporation of the Company, as on file
with the Secretary of State of the State of Colorado, the Amended and Restated
Bylaws and the minute book of the Company, various exhibits filed in connection
with the Registration Statement, and such other documents as we have deemed
necessary in order to provide a basis for the opinion expressed in this Opinion.
We have also consulted with officers and directors of the Company to clarify,
confirm, or supplement the foregoing documentation.
Based on the foregoing, it is our opinion that all of the necessary
corporate action on the part of the Company has been taken to authorize the
issuance and sale of the Shares when sold and issued as the Registration
Statement contemplates, the Shares will be legally and validly issued and
outstanding and the Shares will be fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and consent to the use of our name under the caption "Legal Matters"
in the prospectus.
Very truly yours,
/s/ Faegre & Benson LLP
Faegre & Benson LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-3 and related Prospectus of ACT Teleconferencing,
Inc. for the registration of 131,210 shares of its common stock and to the
incorporation by reference therein of our report dated February 20, 1998, with
respect to the consolidated financial statements and schedules of ACT
Teleconferencing, inc. included in its Annual Report Form 10-KSB for the year
ended December 31, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Denver, Colorado
February 15, 1999
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