<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report: January 15, 1999
ACT Teleconferencing, Inc.
(Exact name of registrant as specified in its charter)
Colorado 0-27560 84-1132665
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
1658 Cole Boulevard, Suite 130, Golden, Colorado 80401
(Address of principal executive offices) (Zip Code)
(303) 235-9000
(Registrant's telephone number)
Item 5. Other Events.
On December, 31 1998, the registrant initiated a private offering of
250,000 Units, each comprised of one share of common stock and one warrant to
purchase one share of common stock. The Units were offered at $5.50 each which
was the average closing price of the registrant's common stock on the Nasdaq
Small Cap Market for the preceding 10 trading days. The warrants are
exercisable at $7.00 and expire December 31, 2003. The shares and the shares
underlying the warrants entitle the holder to piggyback registration rights from
June 30, 1999 through December 31, 2003. The offering is structured on a
minimum/ maximum basis with the minimum comprised of 80,000 Units (gross
proceeds of $440,000) and a maximum of 250,000 Units (gross proceeds of
$1,375,000). The registrant is relying on the Rule 506 exemption from
registration.
At January 15, 1999, the registrant had received proceeds for Units exceeding
the minimum; signed subscription agreements and proceeds were received from 16
persons for 128,500 Units, equalling gross proceeds of $706,750. Subscribers
were directors, officers and shareholders of the registrant. The offering may
continue until the maximum is reached or the registrant terminates the offering.
Additional commitments totalling $118,250 for gross proceeds of $825,000 had
also been obtained which were expected to be collected by January 31, 1999. The
offering has been extended by thirty days in order to close on the maximum.
Proceeds will be used to support the registrant's rapid expansion of its
international markets, the implementation of agreements with Concert Global
Networks Limited, for building a worldwide audio teleconferencing network, and
with GTE Telephone Operating Companies for registrant's acquisition of a video
conferencing network. Of immediate importance is the increase in the
registrant's tangible net assets. Proceeds from the subscription agreements
received on January 15, 1999 have increased tangible net assets to $2,317,320 as
at January 15, 1999.
The following estimated proforma results of operations to December 31, 1998
(which are subject to audit) and proforma consolidated balance sheet at January
15, 1999 (incorporating the effect of the private placement proceeds collected
to January 15, 1999) reflect the calculation of Registrant's tangible net asset
value (total assets minus total liabilities minus goodwill) at $2,317,320.
<PAGE>
PROFORMA ESTIMATED CONSOLIDATED STATEMENT OF OPERATIONS
(SUBJECT TO AUDIT)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
DECEMBER 31,
1997 1998
<S> <C> <C>
Net revenue $10,234,403 $18,991,055
Cost of goods and services 4,727,236 10,634,960
Marketing, general & administrative costs 5,408,940 9,528,690
Net operating income (loss) before taxes
and minority interest 98,227 (1,172,595)
Taxes on income (332,566) (401,400)
Minority interest (202,469) (302,040)
Net loss for the year (436,808) (1,876,035)
Net loss per share $(0.14) $(0.52)
PROFORMA ESTIMATED UNAUDITED CONSOLIDATED BALANCE SHEET
AT JANUARY 15, 1999, AND INCORPORATING RESULTS OF OPERATIONS
TO DECEMBER 31, 1998
December 31, JANUARY 15,
1997 1999
ASSETS
Cash and cash equivalents $ 451,434 $ 1,197,175
Accounts receivable 2,885,125 5,238,817
Other assets 389,789 803,750
Equipment and furniture, net 3,467,063 6,904,063
Goodwill 736,300 1,380,805
Total assets 7,929,711 15,524,610
LIABILITIES
Accounts payable 1,349,337 4,201,073
Other current liabilities 1,864,029 2,101,059
Long-term debt 613,714 4,458,162
Deferred taxes 117,454 145,050
Minority interest 607,244 921,141
Total shareholders' equity 3,377,933 3,698,125
Total liabilities & equity $ 7,929,711 $15,524,610
</TABLE>
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ACT Teleconferencing, Inc.
(Registrant)
Date: January 15, 1999 By:/s/ Gavin Thomson
(Signature)
Gavin Thomson
Chief Financial Officer
3
