<PAGE>
As filed with the Securities and Exchange Commission on August 23,1999.
Registration No. 333-72575
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Amendment No. 5 to
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 (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1658 Cole Boulevard, Suite 130
Golden, Colorado 80401
(303) 235-9000
(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 under
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 under 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. / X/
If this Form is filed to register additional securities for an offering under
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 under 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 under Rule 434, please
check the following box. / /
The registrant hereby amends this registration statement on the 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 under Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on the date as
the Commission, acting under Section 8(a), may determine.
<PAGE>
PROSPECTUS
ACT TELECONFERENCING, INC.
132,482 shares of common stock
The selling shareholders may offer up to 132,482 shares of this offering of
our common stock.
We will not receive any proceeds of any sales of our common stock.
NASDAQ SmallCap Market Trading Symbol:
ACTT (common stock)
_______________________
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 August 23, 1999
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
RISK FACTORS.............................................................. 4
INFORMATION INCORPORATED BY REFERENCE..................................... 12
ACT'S BUSINESS AND RECENT DEVELOPMENTS.................................... 13
SELLING SHAREHOLDERS...................................................... 15
FORWARD-LOOKING INFORMATION............................................... 16
USE OF PROCEEDS........................................................... 17
PLAN OF DISTRIBUTION...................................................... 17
DESCRIPTION OF SECURITIES................................................. 18
LEGAL MATTERS............................................................. 18
EXPERTS................................................................... 18
INDEMNIFICATION........................................................... 18
</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.
<PAGE>
RISK FACTORS
You should consider carefully the following risk factors, along with the
other information contained or incorporated by reference in this prospectus, in
deciding whether to invest in our shares. These factors may cause actual
results, events, or performance to differ materially from those expressed in any
forward-looking statements made in this prospectus.
Our competitors have substantially greater capital resources and name
recognition than we do, and we may not be able to compete against our
competitors and potential competitors in terms of research and development,
manufacturing, marketing, and sales.
The teleconferencing industry is highly competitive, and many of our
competitors have substantially greater capital resources and name recognition
than we do. Accordingly, we may not be able to compete against our competitors
and potential competitors in terms of research and development, manufacturing,
marketing, and sales. To compete successfully against other teleconferencing
providers, we must be able to maintain competitive pricing while at the same
time offer high quality services and related products. Competition in our
markets may result in pricing pressures that may adversely affect the prices and
sales levels of our teleconferencing services and related products. Pricing is
dependent, in part, on the capacity and efficiency of our equipment and bridges.
Teleconferencing equipment and bridges are widely available at relatively
affordable prices. Bridges connect multiple parties on a single telephone call.
Multipoint control units offer the most advanced bridge technology. With the
use of multipoint control unit technology, the maximum number of participants is
only limited by the number of conference ports available. One port is required
for each participating telephone line. We and our competition have thousands of
ports available to conference parties together. A competitor that operates more
ports than we operate will have more flexibility in the size of conferences it
can conduct and the prices it can charge.
There are few regulatory barriers to competition in the United States.
Until recently, local exchange carriers, including local telephone companies,
were prohibited from providing audio teleconferencing, except in limited areas.
The United States Congress recently passed legislation that permits local
exchange carriers to offer teleconferencing services. This legislation permits
additional competition if some or all of the local exchange carriers choose to
enter or expand their activities in the teleconferencing market in the United
States. In addition, existing competitors can be expected to expand their
services and new competitors are likely to be encountered. There are no
significant regulatory barriers to market entry in the United Kingdom, the
Netherlands, France, Belgium, Canada, or Australia. Barriers to entry in other
foreign markets vary, but may involve governmental regulation or government-
owned telephone systems resistant to competition with independent
teleconferencing companies.
Our competitors may be able to afford more advanced technology than we can
afford.
While we heavily rely on personal service, our employees cannot deliver our
service without effective technology. We and our competitors are dependent on
technology. Technological innovations within the telecommunications industry
such as advances in the internet, fiber optics capacity, personal computer based
video conferencing, and computer-based bridging equipment, enable us to engage
in the teleconferencing services business, which will continue to evolve and
advance. Because we recently made substantial investments in new equipment and
technology, we may not have sufficient resources to invest in more advanced
technology if it should become available. Our competitors may be able to afford
even more advanced technology, which may make us less competitive. New
technology may not be available to us at a reasonable price, if at all, or we
may not be able to respond adequately to the challenge of our competitors'
technical innovations. Additionally, competitive developments within the
telecommunications industry may occur whereby teleconferencing services are
given away or heavily subsidized to obtain greater market share. If our limited
financial resources preclude us from offering the most advanced technologically
based services, our services may become obsolete.
<PAGE>
We may not be able to adequately replace the loss of Gerald D. Van Eeckhout,
which would harm our business and reputation.
We may not be able to adequately replace the loss of Gerald D. Van
Eeckhout, our chairman and our major stockholder. The loss of Mr. Van Eeckhout
could result in a loss of investor confidence and a reduction in our ability to
attract telecommunications engineering talent into the company. Mr. Van Eeckhout
is a founder of the teleconferencing industry and has been involved in the
teleconferencing industry for the past 15 years. While we employ a number of key
personnel, we are dependent on the services of Mr. Van Eeckhout. Although we
maintain a key-employee life insurance policy on Mr. Van Eeckhout, the proceeds
from the insurance will not be adequate to identify and employ his successor and
to compensate us for the loss of his services.
We may not be able to hire enough additional technical personnel to meet our
needs.
Our expansion and operations may be adversely affected if we are unable to
hire sufficient technical personnel. The design, engineering, and repair of
teleconferencing equipment and networks is a highly technical enterprise, and we
must continue to locate and employ technically qualified contractors and/or
employees to install, maintain, and repair the equipment and networks. These
employees may command premium compensation. If sufficiently qualified persons
cannot be found and employed on a timely basis as we seek to expand our
operations, our expansion may be delayed or our operations otherwise adversely
affected.
If integrated services digital network telephone service does not become widely
available for videoconferencing at affordable rates, our business, operating,
and financial results could be negatively impacted.
The videoconferencing systems or services we offer may not achieve
significant market acceptance, and our competitors may market similar services
at prices more competitive than our product. High quality videoconferencing
generally requires integrated services digital network telephone service.
Integrated services digital network telephone service is technically acceptable
but is not yet universally available in the United States and is generally
higher priced higher than ordinary telephone service. Our potential customers
may not have access to integrated services digital network telephone services at
rates which will facilitate their purchase of our services.
<PAGE>
We have sustained losses in the past, we expect continuing losses, and we may
never become profitable.
Except for 1993, we have incurred net losses in all years from our
inception in 1990, and we expect to continue to incur losses for the foreseeable
future as we develop our global presence. Data before 1993 and the six months
ending June 30, 1999 is unaudited. Our losses are summarized below.
<TABLE>
<CAPTION>
Accounting Period Net Revenues Revenue Net Income (Loss)
Growth Rate
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
December 31, 1990 $ 153,000 --
- -----------------------------------------------------------------------------------------
December 31, 1991 $ 435,000 184% ($ 101,000)
- -----------------------------------------------------------------------------------------
December 31, 1992 $ 954,000 119% ($ 77,000)
- -----------------------------------------------------------------------------------------
December 31, 1993 $ 1,582,000 66% $ 26,000
- -----------------------------------------------------------------------------------------
December 31, 1994 $ 2,483,000 57% ($ 253,000)
- -----------------------------------------------------------------------------------------
December 31, 1995 $ 3,461,000 39% ($ 424,000)
- -----------------------------------------------------------------------------------------
December 31, 1996 $ 6,220,000 80% ($1,208,000)
- -----------------------------------------------------------------------------------------
December 31, 1997 $10,234,000 65% ($ 437,000)
- -----------------------------------------------------------------------------------------
$19,010,000 86% ($2,036,000)
December 31, 1998
- -----------------------------------------------------------------------------------------
$13,272,000 ----- ($ 232,000)
Six months ending June
30, 1999
- -----------------------------------------------------------------------------------------
</TABLE>
We incurred a net loss of $2,036,000 for 1998 and $232,000 for the six
months ending June 30, 1999, primarily as the result of budgeted developmental
expenses and start up costs incurred in opening new offices overseas, meeting
our obligations under our agreement with Concert Global Networks Limited, and in
developing new business. While expenditures of this nature in previous entries
into international markets have resulted in substantial revenue growth, we have
a continuing need for additional capital to allow us to sustain growth. Our
growth, however, may not result in profitable operations.
<PAGE>
Our revenues may significantly fluctuate because we may draw significant
revenues from several major clients.
The mobility of our customers may adversely affect our ability to generate
sufficient revenues to support our fixed costs and our growth. Some of our
largest customers operate numerous business locations each of which makes
teleconferencing decisions independently of other locations. Teleconferencing
customers can easily switch to a competing provider or allocate their business
among several vendors. Our three largest customers accounted for the following
percentages of revenues:
<TABLE>
<CAPTION>
Customer 1 Customer 2 Customer 3
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1996 10.9% 10.5% 7.2%
- -------------------------------------------------------------------------------------------------
1997 23.7% 6.6% 3.1%
- -------------------------------------------------------------------------------------------------
1998 21.1% 5.1% 3.0%
- -------------------------------------------------------------------------------------------------
</TABLE>
Our relatively small revenue base makes us susceptible to significant
fluctuations in revenues from any single purchaser of our services.
Major long-term financing may not be available as and when we need it.
Major long-term debt or equity financing may not be available as and when
we need it. We have incurred a significant amount of long term debt recently.
As of December 31, 1998, our long term debt, including capitalized leases, was
approximately $4.9 million. For the six months ending June 30, 1999, it grew to
approximately $5.5 million. As long as our revenues continue to grow, we expect
to be able to support additional debt, but prospective lenders may grow
concerned about our debt servicing ability which may make the terms of financing
burdensome. A significant increase in interest rates may make additional
borrowing uneconomical.
Our ability to obtain equity financing may depend on our ability to
distinguish our performance from the performance of other telecommunications
companies. To remain competitive, we will need additional financing to open new
offices and to provide working capital to support the offices until they become
profitable. It is also likely that we will need to open additional foreign
operations centers to fully develop the international opportunities provided by
our supply agreement with Concert Global Networks Limited. We may need
additional bridging capacity to serve potential businesses obtained through our
July 1999 agreement to outsource conferencing service to GTE Telephone Operating
Companies for its customers. Our plans to expand in the United States and
elsewhere may fail if we are unable to obtain sufficient debt or equity
financing.
If the external parties we are dependent upon fail to provide services to us or
purchase services from us because of year 2000 problems, our operations could be
negatively impacted, but the monetary value of this impact is uncertain.
We believe that our internal systems are year 2000 compliant. However, we
are significantly dependent upon external parties including electrical
utilities, telecommunications, banking and financial services, airlines, and
governmental agencies and institutions to provide services to us and to purchase
services from us. Their failure to provide services to us or purchase services
from us due to year 2000 problems could have a material adverse effect on our
business, results of operations, and financial condition. Companies we do
business with will be required to devote significant resources to convert their
information systems to meet year 2000 requirements. Additionally, as these
entities devote financial resources to comply with year 2000 requirements, their
purchasing patterns may be affected so they may have reduced funds available to
purchase our services, which could result in a material adverse effect on our
business, results of operations, and financial condition.
<PAGE>
While a review of our year 2000 contingencies has not identified any likely
business interruptions, we anticipate that these interruptions, if they do
occur, will result from our vendors' and customers' handling of year 2000
issues. We are uncertain at this time as to the monetary value and time period
of any interruption due to year 2000 problems that our external party vendors
and customers may cause. To meet changing business conditions, to handle new
business opportunities, and to address year 2000 issues affecting our vendors
and customers that may impact us, we are currently estimating that the future
costs to monitor, control, remediate, remove, and reinstall our systems to be
year 2000 compliant will be $500,000 or less in 1999 and an additional $500,000
or less beyond 2000. We will continue to review and reevaluate the potential
costs of remediation and business interruptions throughout 1999.
We depend upon rights to technology that we own, but our rights may not be
sufficient or we may not be able to adequately protect those rights.
We may not be able to protect our proprietary information, business
practices, or trademarks against a competitor's use, and we may not be
successful in litigation we might bring to protect our proprietary information,
business practices, or trademarks. We seek to protect our proprietary
information and business practices as trade secrets. We believe our name and
the "ACT" logo are unique in the teleconferencing market, but a variety of other
enterprises' common usage of the name "Act" or "ACT" makes trademark protection
in some contexts either unavailable or so likely to generate litigation or the
threat of litigation that the pursuit of trademark protection is prohibitively
expensive. We hold no patents.
If political and economic changes require us to close our overseas operations,
our financial results would be negatively impacted.
If there were major political or economic turmoil in any of the foreign
countries in which we have invested, we would have to consider closing our
operations in that country. This cost to close the operations is estimated to
be no more than $1 million per country, and this cost would negatively impact
our financial results. Over 50% of our revenues comes from our operations
outside the United States, which indicates the importance of our overseas
operations. Our decision to invest in perceived politically and economically
stable markets including Canada, the Netherlands, France, Australia, Hong Kong,
and the United Kingdom may not prove to be accurate.
<PAGE>
Our common stock price has been highly volatile, and we expect this volatility
to continue.
The market price of our common stock is highly volatile and may decline.
We do not yet have broad market liquidity, and our public float is limited to
3,494,758 of our total of 4,437,646 shares outstanding as of June 30, 1999. Our
pattern of prior stock prices illustrates this volatility. The high and low
prices of our common stock price has been:
<TABLE>
<CAPTION>
1999 Common Stock (ACTT)
-------------------------------------------------------------
High Low
----------------------------------------
<S> <C> <C> <C>
First Quarter $5.63 $4.63
Second Quarter $6.63 $4.00
Third Quarter $9.63 $5.00
(As of July 30,
1999)
</TABLE>
As of July 30, 1999, the Company's share price was $7.14.
<TABLE>
<CAPTION>
1998 Common Stock (ACTT)
-------------------------------------------------------------
High Low
-------------------------------------------------------------
<S> <C> <C> <C>
First Quarter $10.00 $5.88
Second Quarter $11.63 $8.00
Third Quarter $10.63 $6.50
Fourth Quarter $ 7.25 $5.25
-------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1997 Common Stock (ACTT)
-------------------------------------------------------------
High Low
-------------------------------------------------------------
<S> <C> <C> <C>
First Quarter $ 5.00 $2.88
Second Quarter $ 7.50 $4.99
Third Quarter $13.05 $8.25
Fourth Quarter $ 9.13 $4.50
-------------------------------------------------------------
</TABLE>
We anticipate that the volatility of our common stock price may continue in
the future due to factors including:
. our rapid growth rate and high development costs;
. actual or anticipated fluctuations in our earnings;
. changes in or failure by us to meet securities analysts' expectations;
. changes in market valuations of other teleconferencing companies;
. announcements by us or our competitors of significant technological
innovations, contracts, acquisitions, strategic partnerships, joint
ventures, or capital commitments;
. introduction of new services by us or our competitors;
. conditions and trends in the teleconferencing industry and other
technology industries; and
. future sales of our common stock.
These factors and period-to-period fluctuations in our financial results
may have a significant impact on the market price of our common stock. These
factors are in addition to significant price and volume fluctuations in the
securities markets that may be unrelated to our operating performance.
<PAGE>
If we fail to meet the net tangible assets requirements of Nasdaq, we may be
removed from listing on the Nasdaq SmallCap market, which would likely adversely
affect both the market price and liquidity for our shares.
Our common stock is listed on the Nasdaq SmallCap Market. We may be
removed from the Nasdaq SmallCap market if we fail to meet its maintenance
criteria. Nasdaq requires a minimum net tangible asset value of $2 million. As
of December 31, 1998, our net tangible asset value was approximately $1.7
million. By February 1999, through a private placement involving 26 investors
and the exercise of outstanding public warrants, our net tangible asset value
increased to $3 million. However, if we fail to meet the continuing minimum net
tangible asset value requirements necessary to qualify our common stock to be
quoted on the Nasdaq SmallCap Market, these securities will be governed under
various rules of the Securities and Exchange Commission relating to penny
stocks, under the Penny Stock Reform Act of 1990. SEC rules require
broker/dealers to make a suitability determination for purchases of penny stock
and to obtain the purchaser's prior written consent for a purchase transaction,
thereby restricting the ability of purchasers of shares in this offering and of
broker/dealers to sell shares of the common stock in the open market. This
restriction would likely affect adversely both the market price and liquidity
for our shares. We intend to maintain qualification for the continued quotation
of our common stock and warrants on the Nasdaq SmallCap Market after this
offering and intend to apply for listing on the Nasdaq National Market when we
meet the applicable listing criteria. We may not be able to maintain our
SmallCap Market listing or obtain the Nasdaq National Market System listing.
The interests of our shareholders and the price of our common stock may be
adversely affected by the public sale of a significant number of the shares
eligible for future sale through the exercise of options and warrants.
As of March 31, 1999, there were 4,437,646 shares of common stock
outstanding. As of March 31, 1999, various persons, including our officers and
directors, held options and warrants to purchase a total of 587,129 shares of
common stock at prices ranging between $2.00 and $9.00 per share. Substantial
increases in the amount of common stock outstanding as a result of the exercise
of various options and warrants could adversely affect the market price of the
common stock. To the extent that any options or warrants are exercised, the
interests of our shareholders may be diluted proportionately. The price which we
may receive for issuance of our common stock upon exercise of the options and
warrants may be less than the value of, or market price for, our common stock at
the time the options and warrants are exercised. While these options and
warrants are outstanding, the holders are given, at little or no cost, the
opportunity to profit from any increase in the market price of our common stock
without assuming the risk of ownership. So long as the options and warrants
remain unexercised, the terms under which we could obtain equity capital from
other sources may be adversely affected. Moreover, the holders of the options
and warrants may be expected to exercise them at a time when we would, in all
likelihood, be able to obtain needed capital from offering our securities on
terms more favorable than those the outstanding options and warrants provide.
<PAGE>
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. Consistent with the SEC's
rules, we omitted some information from this prospectus that is contained in the
registration statement. 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 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
after 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. 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:
. Form SB-2 filed with the SEC on October 10, 1995, File No. 33-97908-D,
and amendments to the SB-2.
. Form 10-QSB for the quarter ending March 31, 1996 filed with the SEC on
May 15, 1996, File No. 0-27560.
. Form 10-QSB for the quarter ending March 31, 1999 filed with the SEC on
May 17, 1999, File No. 0-27560.
. Form 10-QSB for the quarter ending June 30, 1999 filed with the SEC on
August 16, 1999, File No. 0-27560.
. Schedule 14A Information filed with the SEC on April 30, 1997, File No.
0-27560.
. Schedule 14A Information filed with the SEC on April 15, 1998 in
connection with our May 13, 1998 annual meeting of shareholders, File No.
0-27560;
. Schedule 14A Information filed with the SEC on April 30, 1999, File No.
0-27560, and any following amendments including, but not limited to, the
amendment filed on May 18, 1999.
<PAGE>
. Annual report on Form 10-KSB for the year ending December 31, 1998 filed
with the SEC on March 31, 1999 and all other subsequent amendments to the
10-KSB on Form 10-KSB/A including the 10-KSB/A filed August 9, 1999;
. Quarterly reports on Form 10-QSB for the quarters ending March 31 (filed
with the SEC on May 15), June 30 (filed August 14 and amended on August
24), and September 30, 1998 (filed November 16, 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 with the SEC on August 19, 1998;
. Post-Effective Amendment No. 4 to Form SB-2 filed with the SEC on
December 8, 1998; and
. Final Prospectus for Post-Effective Amendment No. 4 to Form SB-2 filed
with the SEC 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:
Investor Relations Department
1658 Cole Boulevard, Suite 130
Golden, Colorado 80401
(303) 235-9000
ACT'S BUSINESS 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, Canada, 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.
Our video conferencing bridging service commenced in 1996 in the United
Kingdom. It connects video participants by means of a video multipoint control
unit under the
<PAGE>
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, integrated services
digital network, 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. In July
1999 we announced an additional agreement with GTE that provides us an
opportunity to out source a variety of teleconferencing services to GTE for its
customers.
We incorporated under the laws of Colorado in 1989, and began 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 began 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
<PAGE>
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 Multipoint Conferencing, Inc.,
Advanced Multipoint. We closed on the acquisition of Advanced Multipoint 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.
SELLING SHAREHOLDERS
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 Advanced Multipoint Conferencing, Inc.,
Advanced Multipoint, for consideration consisting of CDN $330,000 (US $215,094)
in cash and 113,982 shares of our common stock. We extended the closing date to
November 5, 1998 to obtain all the appropriate documentation and to address
accounting issues. The distribution of cash and common stock to Advanced
Multipoint's shareholders was:
<TABLE>
<CAPTION>
ADVANCED CASH (US Dollars) CASH (Canadian COMMON STOCK
MULTIPOINT Dollars)
SHAREHOLDER
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mark Kelly 68,067.63 104,430.40 36,938
- ---------------------------------------------------------------------------------------------------
Stephen Nava 68,067.63 104,430.40 35,666
- ---------------------------------------------------------------------------------------------------
Wendy Threader 68,067.63 104,430.40 35,666
- ---------------------------------------------------------------------------------------------------
Anna Cheung 680.67 1,044.30 357
- ---------------------------------------------------------------------------------------------------
Tina Cheung 680.67 1,044.30 357
- ---------------------------------------------------------------------------------------------------
Denis Colbourne 2,722.70 4,177.20 1,428
- ---------------------------------------------------------------------------------------------------
Margo Kelly 1,361.35 2,088.60 714
- ---------------------------------------------------------------------------------------------------
Terry Kelly 2,722.70 4,177.20 1,428
- ---------------------------------------------------------------------------------------------------
Tom Moore 1,361.35 2,088.60 714
- ---------------------------------------------------------------------------------------------------
Jack Threader 1,361.35 2,088.60 714
---------- ----------- ------
- ---------------------------------------------------------------------------------------------------
TOTAL: 215,093.68 $330,000.00 113,982 shares
- ---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
These ten former Advanced Multi-Point shareholders are selling shareholders
with 113,982 shares of common stock. These shareholders did not hold any ACT
common stock before this offering and had no relationship with ACT, its
predecessors, or affiliates within the past three years before this offering.
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 US $71,500 cash and issuance of 18,500
shares of our common stock to Intrepid Communications, LLC. Intrepid
Communications, LLC is a selling stockholder of 18,500 shares of common stock.
It did not hold any ACT common stock before this offering and had no
relationship with ACT, its predecessors, or affiliates within the past three
years before this offering.
Each such selling stockholder will determine the number of shares that
each selling stockholder may actually sell, and the offer may depend upon a
number of factors including the market price of the shares. Because each of the
selling shareholders may offer all, some, or none of the shares, and because
the offering this prospectus covers is currently not being underwritten, no
estimate can be given as to the number of shares that each of the selling
shareholders will hold upon or prior to termination of this offering.
Accordingly, the selling shareholders may not will sell any or all of their
respective shares.
The shares issued to Advanced Multipoint's shareholders were issued under
Regulation S of the Securities Act of 1933, and the shares issued to Intrepid
Communications, LLC were exempt under section 4(2) of the Securities Act. The
shares issued to Advanced Multipoint 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.
FORWARD-LOOKING INFORMATION
Statements made in this prospectus or in the documents incorporated by
reference in this prospectus that are not statements of historical fact are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, and Section 21E of the Securities Exchange Act of 1934. A number of
risks and uncertainties, including those discussed under the caption "Risk
Factors" above and the documents incorporated by reference in this prospectus
could affect these forward-looking statements and could cause actual results to
differ materially from the statements made.
14
<PAGE>
USE OF PROCEEDS
We acquired 100% of Advanced Multipoint's shares of common stock by issuing
our common stock to Advanced Multipoint's shareholders. We acquired Advanced
Multipoint's shares for cash and 113,982 shares of our common stock. We issued
18,500 of our shares to Intrepid Communications, LLC and will receive management
and other services from it. The former Advanced Multipoint selling shareholders
and Intrepid Communications, LLC are selling shareholders and will receive the
proceeds from this offering, and we will not receive any proceeds from this
offering.
PLAN OF DISTRIBUTION
The selling shareholders may offer their 132,482 shares of common stock at
various times in one or more of the following transactions:
. on the Nasdaq SmallCap Market (or any other exchange on which the shares
may be listed);
. in negotiated transactions other than on such exchange;
. by pledge to secure debts and other obligations;
. in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions, in covering previously established short
positions and in settlement of other transactions in standardized or over-the-
counter options; or
. in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices, or at fixed prices. The selling shareholders may use broker-
dealers to sell their shares. The broker-dealers will either receive discounts
or commissions from the selling shareholders, or they will receive commissions
from purchasers of shares. The selling shareholders will pay all commissions,
and other expenses associated with the sale of securities by them.
Under certain circumstances the selling shareholders and any broker-dealers
that participate in the distribution may be deemed to be "underwriters" within
the meaning of section 2(11) of the Securities Act. Any commissions received by
such broker-dealers and any profits realized on the resale of shares by them may
be considered underwriting discounts and commissions under the Securities Act.
The selling shareholders may agree to indemnify such broker-dealers against
certain liabilities, including liabilities under the Securities Act.
<PAGE>
The shares in this offering are being registered under our contractual
obligations with the selling shareholders. We have not made any underwriting
arrangements with respect to the sale of shares offered.
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 3,755,783
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.
After recognition of any applicable preferences to any outstanding preferred
stock, holders of common stock are entitled to receive 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 we have never paid any dividends, and we do not expect to pay any 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.
LEGAL MATTERS
Faegre & Benson LLP, our counsel in connection with this offering, has
issued an opinion about the validity of the securities being sold by the selling
shareholders.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our annual report on Form 10-KSB/A for the year
ended December 31, 1998, as set forth in their report, which is incorporated by
reference in this registration statement. Our consolidated financial statements
are incorporated by reference in reliance on Ernst & Young LLP's report, given
on their authority as experts in accounting and auditing.
INDEMNIFICATION
As far as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers, and controlling persons, we
have been advised that in the opinion of the Securities and Exchange Commission
this indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
<PAGE>
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:
<TABLE>
<CAPTION>
Approximate Expense
Item
- -----------------------------------------------------------------------------
<S> <C>
SEC registration fee $191.50
- -----------------------------------------------------------------------------
Legal Fees 20,000*
- -----------------------------------------------------------------------------
Accounting Fees and Expenses 16,000*
- -----------------------------------------------------------------------------
Transfer Agent's Fees 235*
- -----------------------------------------------------------------------------
Miscellaneous Expenses 973.50*
- -----------------------------------------------------------------------------
Total $37,400
- -----------------------------------------------------------------------------
</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.
We formed our Articles of Incorporation to conform to the Colorado Business
Corporation Act. Our Articles of Incorporation, and their amendments, are
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 this 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 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 these 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
II-1
<PAGE>
authorized to purchase and maintain insurance which protects our officers and
directors against any liabilities incurred in connection with their services in
these positions. 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 ACT dated April 15, 1996
3.2(2) Bylaws of ACT, amended as of April 15, 1996
4.1(1) Form of specimen certificate for common stock of ACT
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 ACT 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 our 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 ending March 31, 1996 filed with the SEC on May
15, 1996, File No. 0-27560.
II-2
<PAGE>
(3) Incorporated by reference, attached as an exhibit of the same number to our
Form S-8, filed with the SEC on July 2, 1998, File 0-27560.
(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, and
amended and attached as exhibit 4.6 to our Form S-8 filed on July 2, 1998,
File 333-58403.
(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 ending June 30, 1998 filed
with the SEC on August 24, 1998 (originally filed under cover of Form SE on
August 14, 1998), File 0-27560.
(7) Incorporated by reference, attached as an exhibit of the same number to our
Form 10-QSB for the quarter ending September 30, 1998, filed with the SEC on
November 16, 1998, File 0-27560.
Item 17. Undertakings.
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;
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(c) 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 the information in the registration statement.
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
II-3
<PAGE>
(2) 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 in the registration
statement, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of the securities.
(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
this offering.
That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report under 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 in the registration statement, and the
offering of the securities at that time shall be deemed to be the initial bona
fide offering of the securities.
As far as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant under the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the SEC this indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. If
a claim for indemnification against 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 this
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of this issue.
II-4
<PAGE>
SIGNATURES
Under 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 Golden, State of Colorado.
ACT TELECONFERENCING, INC.
Date: August 20, 1999 By /s/ Gerald D. Van Eeckhout
--------------------------
Gerald D. Van Eeckhout
Chief Executive Officer
Under 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.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Gerald D. Van Eeckhout Chief Executive Officer Gerald D. Van Eeckhout
- -------------------------- and Director (Principal Executive Officer)
/s/ Gavin Thomson Chief Financial Officer
- -------------------------- (Principal Financial & Accounting Officer)
Gavin Thomson
* Director
- --------------------------
Ronald J. Bach
* Director
- --------------------------
James F. Seifert
* Director
- --------------------------
Carolyn R. Van Eeckhout
* Director
- --------------------------
Donald Sturtevant
</TABLE>
* 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
II-5
<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 ACT dated April 15, 1996
3.2(2) Bylaws of ACT, amended as of April 15, 1996
4.1(1) of specimen certificate for common stock of ACT
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 ACT 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 our 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 ending March 31, 1996 filed with the SEC on May
15, 1996, File No. 0-27560.
(3) Incorporated by reference, attached as an exhibit of the same number to our
Form S-8, filed with the SEC on July 2, 1998, File 0-27560.
(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, and
amended and attached as exhibit 4.6 to our Form S-8 filed on July 2, 1998,
File 333-58403.
(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 ending June 30, 1998 filed
with the SEC on August 24, 1998 (originally filed under cover of Form SE on
August 14, 1998), File 0-27560.
(7) Incorporated by reference, attached as an exhibit of the same number to our
Form 10-QSB for the quarter ending September 30, 1998, filed with the SEC on
November 16, 1998, File 0-27560.
<PAGE>
Exhibit 5
OPINION OF COUNSEL
August 20, 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.,
ACT, 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 offering
of 132,482 shares of common stock, no par value, the shares, by the selling
shareholders.
We have examined ACT Form S-3 filed with the SEC on February 15, 1999, the
registration statement, and amendments to the registration statement. We have
also examined the amended and restated articles of incorporation of ACT as on
file with the Secretary of State of the State of Colorado, the amended and
restated bylaws and the minute book of ACT, various exhibits filed in connection
with the registration statement, and other documents as we have deemed necessary
to provide a basis for the opinion expressed in this opinion. We have also
consulted with officers and directors of ACT to clarify, confirm, or supplement
the foregoing documentation.
Based on the foregoing, it is our opinion that the shares have been legally
and validly issued and are fully paid and non-assessable, and that all of the
necessary corporate action on the part of ACT has been taken to authorize the
sale of the shares by the selling shareholders.
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
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 5 to the registration statement Form S-3 and related prospectus of
ACT Teleconferencing, Inc. for the registration of 132,482 shares of its common
stock and to the incorporation by reference therein of our report dated February
16, 1999, with respect to the consolidated financial statements and schedules of
ACT Teleconferencing, Inc. included in its annual report Form 10-KSB/A for the
year ended December 31, 1998, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Denver, Colorado
August 19, 1999
