<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION/A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ACT TELECONFERENCING, INC.
...........................................................................
(Name of Registrant as Specified In Its Charter)
...........................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
.........................................................................
2) Aggregate number of securities to which transaction applies:
......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
.......................................................................
4) Proposed maximum aggregate value of transaction:
......................................................................
5) Total fee paid:
......................................................................
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
......................................................................
2) Form, Schedule or Registration Statement No.:
......................................................................
3) Filing Party:
......................................................................
4) Date Filed:
......................................................................
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ACT TELECONFERENCING, INC.
1658 Cole Boulevard, Suite 130
Golden, Colorado 80401
303-235-9000 or 800-228-2554
PROXY STATEMENT AND NOTICE OF ANNUAL MEETING
First sent to shareholders on May 17, 1999
GENERAL INFORMATION
Time and place of meeting
This proxy statement and notice of meeting is furnished in connection with
the solicitation of proxies by the board of directors of ACT Teleconferencing,
Inc., to be used at the annual meeting of shareholders, the annual meeting, to
be held at 3:30 PM Mountain Daylight Time on Thursday, June 17, 1999, at the
Denver Marriott West Hotel located at 1717 Denver West Boulevard, Golden,
Colorado, 80401, United States, international telephone: +1-303-279-9100 and
facsimile: +1-303-279-6196, for the purposes shown below. Our principal
executive offices are located at 1658 Cole Boulevard, Suite 130, Golden,
Colorado, USA 80401.
About This Proxy/Revocation of Proxy
Our board of directors is soliciting this proxy. We will bear the cost of
this solicitation and of conducting the meeting. The person giving this proxy
has the power to revoke it by attending the meeting and voting his or her shares
at that time.
Proposals for 2000 Annual Meeting of Shareholders
We expect to hold our year 2000 annual meeting of shareholders on or about
June 15, 2000. We must receive all proposals of shareholders intended to be
presented at the 2000 annual meeting, for inclusion in our proxy statement
relating to that meeting, no later than March 31, 2000.
ACTION TO BE TAKEN UNDER PROXY
Shares will be voted as instructed in the accompanying proxy on each matter
submitted to the vote of shareholders. If any duly executed proxy is returned
without voting instructions, the persons named as proxies intend to vote all
shares represented by the proxy as follows:
Proposal 1. Election of directors
Our articles of incorporation, and their amendments, set the maximum number
of directors at nine with the exact number within limitation of nine to be
determined from time to time by our board. Each class is elected for a term
expiring at the annual meeting of shareholders in the third year after the
election. Our board has established the size of the board at six members, three
classes of two members each. Currently there are five members and one vacancy.
In 1996, Carolyn R. Van Eeckhout and Donald L. Sturtevant were elected as
Class III directors to serve a 3 year period expiring 1999. In 1997, James F.
Seifert was elected as a Class II director for a 3
1
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year term expiring 2000. Gerald D. Van Eeckhout and Ronald J. Bach were elected
as Class I directors in 1998 to serve a 3-year term expiring 2001.
Carolyn R. Van Eeckhout and Donald L. Sturtevant have been nominated for
election as Class III directors to serve a 3-year term expiring in the year
2002. There is no nominee for the vacancy in the other Class II directorship.
Management has no reason to believe that any nominee will not serve if elected.
Discretionary authority is, however reserved to vote for a substitute, should
any nominee be unable or unwilling to serve.
Our board of directors recommends a vote for Carolyn R. Van Eeckhout and
for Donald L. Sturtevant to serve as Class III directors.
Proposal 2. Approval of selection of auditors
Upon recommendation of our audit committee, our board has selected Ernst &
Young LLP, certified public accountants, as independent auditors for the fiscal
year ending December 31, 1999. That firm has acted as our independent auditors
for three (3) years and the board considers it highly qualified. Our board of
directors wishes to submit the selection of Ernst & Young LLP for shareholders'
approval at the meeting. If the shareholders do not give approval, the board
will reconsider its selection.
A representative from Ernst & Young LLP is expected to be available at the
annual shareholders meeting and will have an opportunity to make a statement if
the representative so desires. The representative is expected to be available to
respond to appropriate questions.
Matters not required to be submitted
Our board may consider other appropriate matters that come to the attention
of the board between the time of preparation of this proxy statement and the
date of the annual meeting. Our board does not anticipate that any of these
matters will arise.
VOTING SECURITIES AND PRINCIPAL HOLDERS
Our board of directors has fixed the close of business on May 6, 1999 as
the record date for the determination of shareholders entitled to notice of and
entitled to vote at the annual meeting. As of that date there were 4,437,646
shares of common stock issued and outstanding. Each share of common stock is
entitled to one vote at the annual meeting.
The following table sets forth, as of April 6, 1998, information with
respect to the beneficial ownership of our common stock by:
. each person who, to our knowledge, owned more than five percent of
our common stock,
. each director or nominee for director,
. each executive officer, and
. all directors and executive officers as a group.
Unless otherwise noted, shares are under the sole voting and investment power of
the indicated person.
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<TABLE>
<CAPTION>
name and address of amount and nature of percent of
beneficial owner beneficial ownership/(1)/ outstanding shares
---------------- -------------------- ------------------
<S> <C> <C>
Gerald D. and Carolyn R. Van Eeckhout/(2)(3)(4)(9)/ 648,583 14.6%
James F. and Nancy Seifert/(6)/............... 261,200 5.9%
Ronald J. Bach/(2)(7)(9)/..................... 77,750 1.8%
Donald L. Sturtevant/(8)/..................... 27,300 0.6%
Gene Warren/(2)/.............................. 38,732 0.9%
David Holden/(2)/............................. 23,625 0.5%
Gavin J. Thomson/(2)/......................... 38,395 0.9%
Charles T. Stout/(2)(5)/...................... 47,255 1.1%
All directors and executive officers as a group 1,162,840 26.2%
</TABLE>
/(1)/Beneficial ownership is determined under the rules of the Securities and
Exchange Commission, and includes general voting power and/or investment power
with respect to securities. Shares of common stock under options or warrants
that are currently exercisable or exercisable within 60 days from May 6, 1999,
are deemed outstanding for purposes of computing the percentage of the person
holding the options or warrants but are not deemed outstanding for purposes of
computing the percentage of any other person.
/(2)/Unless otherwise noted the address of each director and executive officer
of the Company is 1658 Cole Boulevard, Suite 130, Golden, Colorado 80401.
/(3)/Gerald D. Van Eeckhout and Carolyn R. Van Eeckhout are husband and wife.
/(4)/Includes 51,000 shares held directly by Gerald D. Van Eeckhout, 506,583
shares held directly by Carolyn R. Van Eeckhout, 16,000 shares held jointly by
Gerald D. and Carolyn R. Van Eeckhout, and 75,000 share options currently
exercisable by Mr. Van Eeckhout, but excludes 15,000 shares held non-
beneficially by a partnership in which Mrs. Van Eeckhout is a managing partner.
/(5)/Includes 17,500 shares issuable upon exercise of currently exercisable
options.
/(6)/Includes 125,000 shares held of record by the Nancy L. Seifert Management
Trust and 93,000 shares held of record by the James L. Seifert Management Trust,
for which trusts Mr. Seifert and Mrs. Seifert are the co-trustees. Also includes
10,950 shares owned directly by Mr. Seifert and 14,250 shares issuable upon
exercise of currently exercisable options held by Mr. Seifert and 18,000
warrants held by Mr. Seifert. Mr. and Mrs. Seifert are husband and wife. Their
address is 300 Law Building, Cedar Rapids, Iowa 52401.
/(7)/Includes 44,250 shares issuable upon exercise of currently exercisable
stock options for Mr. Bach.
/ (8)/Includes 23,300 of currently exercisable options. Mr. Sturtevant's address
is 3693 E. Oak Creek Dr., Vadnais Heights, Minnesota 55127.
/(9)/Excludes 15,060 shares owned by RLD Enterprises, Inc., RLD, which serve as
collateral on a loan to RLD from an investment group headed by Mr. Bach. Mr. Van
Eeckhout and Mr. Bach each own less than 10% of the outstanding common stock of
RLD and Mr. Van Eeckhout is one of RLD's four directors. Messrs. Bach and Van
Eeckhout disclaim any control over or beneficial interest in said 15,060 shares.
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OUR DIRECTORS AND EXECUTIVE OFFICERS
Executive Officers and Directors
Our executive officers and directors since the beginning of the last fiscal year
are as follows:
<TABLE>
<CAPTION>
name age* position
- ---- ---- -----------------------------------------------------------------------------
<S> <C> <C>
Gerald D. Van Eeckhout 58 chairman of the board of directors, chief executive officer
James F. Seifert 71 director
Ronald J. Bach 65 director
Donald L. Sturtevant 61 director
Carolyn R. Van Eeckhout 61 director; vice president, ACT Teleconferencing Services, Inc.
Gavin J. Thomson 41 vice president, ACT Teleconferencing, Inc., chief financial and
planning officer, treasurer, secretary
Gene Warren 47 managing director, ACT Teleconferencing Services, Inc.
David Holden 38 managing director, ACT Teleconferencing Limited
Charles T. Stout 52 vice president Global Business Development, assistant secretary
and assistant treasurer
</TABLE>
* Age is as of May 6, 1999
Gerald D. Van Eeckhout, one of our founders, has been chairman of our board
----------------------
of directors and chief executive officer since our formation in 1989. From 1982
to 1989, Mr. Van Eeckhout was president, chief executive officer, and a director
of ConferTech International, Inc., a teleconferencing services and manufacturing
company. Before 1982 he served seven years as chief financial and administrative
officer of Medtronic, Inc., five years as chief financial and planning officer
at Pillsbury International and eight years as a CPA with Touche Ross & Co.,
based in Minneapolis, Minnesota. He received a bachelor of science degree from
the University of North Dakota in 1962, is a certified public accountant and
completed the Stanford Executive Program in 1976. He has also been a national
director of the American Electronic Association and President of the University
of North Dakota Foundation. Mr. Van Eeckhout is a director of RLD Enterprises,
Inc., a publicly traded company.
James F. Seifert, one of our directors since 1991, has been chairman and
----------------
chief executive officer of James F. Seifert & Sons LLC since 1993. Mr. Seifert
was previously chairman and chief executive officer of Grafton Group, Inc.,
doing business as Seifert's, a women's apparel chain that operated up to 234
stores. James F. Seifert & Sons LLC has acquired approximately 50 of those
stores. Mr. Seifert received his bachelor of science degree in commerce from the
University of North Dakota in 1950. He is a former president of the University
of North Dakota Foundation.
Ronald J. Bach, one of our directors since 1992, is a certified public
--------------
accountant who was employed continuously by the firm of Deloitte and Touche from
1955 until his retirement in 1991 at which time he was partner in charge of its
Bloomington, Minnesota office. He holds a degree in accounting from the
University of Minnesota, and serves as a director of a number of privately held
companies in which he has an ownership interest.
Donald L. Sturtevant was elected as one of our directors in 1996. Since
-------------------
1996, he has also been the chief operating officer and a director of St. Croix
Medical, Inc., a medical implantable hearing systems company. He was president
and chief executive officer of MediVators, Inc. from 1991 through 1996.
Previously, he held the positions of CEO and chairman of the board of
BallistiVet, Inc., from 1988
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through 1990. From 1985 through 1987 Mr. Sturtevant was vice president of Alpha
Business Group, Inc., a medical venture management group which he co-founded.
From 1972 to 1985 Mr. Sturtevant held various positions at Medtronic, Inc.,
including vice president and general manager of the instrument division. Mr.
Sturtevant received a bachelor of science degree in business administration from
the University of Minnesota in 1966 and is a 1975 graduate of Northwestern
University's International Management Program in Bergenstock, Switzerland.
Carolyn R. Van Eeckhout, one of our founders, serves as vice president of
-----------------------
ACT Teleconferencing Services, Inc., a wholly owned subsidiary, and has served
as one of our directors since 1991. She has been employed with us since our
inception. From 1985 to 1989, she was a self-employed consultant to various
health professionals and the Denver Public School District. She received her
bachelor's degree in education from Pennsylvania State University.
Gerald D. Van Eeckhout and Carolyn R. Van Eeckhout are husband and wife.
Gene Warren, our managing director of ACT Teleconferencing Services, Inc.
-----------
since 1997, joined us in August 1996. From 1993 to 1996, Mr. Warren was senior
vice president of business development, operations, and technology at ITC
Multimedia Conferencing. Mr. Warren came to us with over 20 years of executive
and technical experience in telecommunications. He has served as senior vice
president in charge of business development, operations and technology at Global
Access; director of technical services for ConferTech International; and senior
director of technical support for MCI. Mr. Warren received a bachelor of science
degree in physics and mathematics from Atlanta University in 1975. He also holds
a master's degree in business administration from Regis College.
David L. Holden has been the managing director of ACT Teleconferencing,
---------------
Limited since 1992. Immediately before joining us, he was employed for seven
years with British Telecom as general manager of its audio teleconferencing
service business in London. Mr. Holden received a bachelor of science degree in
business administration from the University of Wales.
Gavin J. Thomson, our vice president, chief financial and planning officer,
----------------
secretary, and treasurer, joined us in February 1997. From 1994 to 1996, Mr.
Thomson served as managing director of TEK Electronics, a consumer electronics
company based in Johannesburg, South Africa. Before holding that position he was
the chief financial officer of TEK Electronics for a period of four years, then
one of the largest consumer appliance companies in South Africa. He is a
chartered accountant (South Africa) and received his bachelor's and post-
graduate degrees in accounting from Natal University, South Africa; earned his
master's degree in business administration from the University of Denver and
completed the Stanford Business School Advanced Management College.
Charles T. Stout held the position of our treasurer from 1991 until 1996,
----------------
at which time he was appointed vice president of finance for US operations,
assistant secretary and assistant treasurer. From 1985 to 1990, Mr. Stout was
vice president of finance for ConferTech International, Inc., an audio
teleconferencing service and manufacturing company. From 1991 to 1992, Mr. Stout
held an accounting management position with Capital Associates International,
Inc., and from 1992 to 1995, the Resolution Trust Corporation engaged Mr. Stout
as an accountant. He holds a bachelor's degree and a master's degree in
accounting and management science from the University of Colorado.
5
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BOARD OF DIRECTOR MEETINGS
Our management is under the direction of the board of directors. Meetings
are held periodically, but no less frequently than quarterly, and are usually
conducted by audio teleconference. Directors are elected in classes of two
members each for three-year terms for a total of six directors. Our board of
directors is presently composed of five individuals and has one vacancy. Our
board of directors held nine meetings during 1998. No director attended less
than 75% of the board of director meetings or less than 75% of committee
meetings on which the director served.
BOARD OF DIRECTOR COMMITTEES
Our board of directors has a standing audit committee and a standing
personnel and compensation committee, which also serves as a nominating
committee. The audit committee is responsible for the selection and evaluation
of performance of the Company's outside accountants. The personnel and
compensation committee has the following responsibilities: (1) review executive
performance and compensation; (2) manage stock option grants; and (3) nominate
board members. The audit committee is composed of Ronald Bach as chair, with
James Seifert and Donald Sturtevant as members. The personnel and compensation
committee is composed of James Seifert as chair, with Ronald Bach and Donald
Sturtevant as members. Each of these committees held two meetings during 1998.
The personnel and compensation committee will consider nominees to the board of
directors recommended by our shareholders. A shareholder desiring to submit a
recommendation should send it in a letter addressed to James Seifert at our
address.
Our executive officers are elected by, and serve at the pleasure of our
board of directors. None of the officers or directors are parties to any non-
competition agreements, nondisclosure agreements, or other restrictions on their
employment with us as the result of their prior employment or other relationship
with prior employers, including our competitors in the services segment or the
equipment segment of the teleconferencing industry.
CERTAIN TRANSACTIONS
Issuance of Shares
On December 31, 1998, we initiated a private offering of 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 our common stock on the Nasdaq SmallCap 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 following directors, officers, and directors of subsidiary companies
participated:
shares warrants
------ --------
Gerald and Carolyn Van Eeckhout 16,000 16,000
James Seifert 18,000 18,000
Thierry Bignet 500 500
Robert Aubry 2,000 2,000
Peter Meijer 200 200
Peter Eeles 500 500
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Additionally, Bill Seifert, brother of director James Seifert, participated
in the private offering and purchased 18,181 units at $5.50 each for $100,000.
In terms of the employee stock purchase plan, 2,128 shares were issued to
two officers; 896 shares to Gavin Thomson, and 1,232 shares to Gene Warren.
Options and warrants
Various officers, directors, and subsidiary officers and shareholders have
been granted options and warrants to purchase shares of our common stock. See
Executive Compensation -- Stock Options.
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation we paid
to Gerald D. Van Eeckhout for services rendered for the fiscal years ended
December 31, 1996; December 31, 1997; and December 31, 1998. The table also sets
forth compensation for 1997 and 1998 for Gene Warren and David Holden and for
1998 for Gavin Thomson, Iain McKeracher, and Thierry Bignet. No other executive
officer besides the above were paid cash compensation in excess of $100,000
during any of these three years. All amounts are in US dollars.
<TABLE>
<CAPTION>
long-term
fiscal annual compensation compensation total cash
name year salary bonus stock options compensation
---- ---- ------ ----- ------------- ------------
<S> <C> <C> <C> <C> <C>
Gerald D. Van Eeckhout 1998 $120,000 $87,752 50,000/(2)/ $207,752/(1)/
1997 $120,000 $54,816 - $188,787/(1)/
1996 $ 77,800 $33,997 150,000/(3)/ $125,768/(1)/
Gene Warren 1998 $120,000 $83,342 - $200,342
1997 $ 96,081 $39,835 50,000/(4)/ $135,916
David Holden 1998 $106,000 $20,343 10,500/(5)/ $126,343
1997 $ 80,000 $51,320 4,500/(6)/ $131,320
Gavin Thomson 1998 $120,000 $20,000 - $140,000
Iain McKeracher 1998 $116,000 - - $116,000
Thierry Bignet 1998 $120,000 $ 4,898 - $124,898
</TABLE>
/(1)/Includes an annual disability insurance policy premium of $1,971 per year
and a split-dollar life insurance policy premium of $12,000 per year.
/(2)/Includes 50,000 options granted December 22, 1998 at an exercise price of
$6.05 per share.
/(3)/Includes 50,000 options from the 1991 stock option plan granted November
1, 1996 at an exercise price of $3.025 per share. Also includes 100,000
options from the 1996 stock option plan granted September 3, 1996 at an
exercise price of $3.025.
/(4)/Includes 25,000 options granted June 18, 1997 at an exercise price of
$5.00 per share and 25,000 options granted December 30, 1997 at an
exercise price of $6.00 per share.
/(5)/Includes 10,500 options granted July 1, 1998 an exercise price of $9.00
per share.
/(6)/Includes 4,500 options granted December 30, 1997 at an exercise price of
$6.00 per share.
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Directors' fees
We have adopted a compensation plan for our directors which will provide
for payment of directors' fees in the form of stock options or stock grants. In
1997 and 1998, we made grants of options totaling 15,000 shares each to its
three non-employee directors at a weighted average of $6.42 per share, vesting
one year from date of grant, expiring ten years from date of grant.
Key employee insurance
We maintain a key-employee life insurance policy on the life of Mr. Van
Eeckhout, in the amount of $500,000, which is payable to us. The intended
purpose of this policy is to assist us in replacing Mr. Van Eeckhout and in
making other adjustments in operations if he dies. Our United Kingdom subsidiary
holds life insurance policies on the life of Mr. Holden in the amount of
(Pounds)1,090,000, the proceeds of which are payable to the subsidiary if he
dies for the purpose of recruiting a successor, liquidating a portion of Mr.
Holden's estate's ownership of 40% of the subsidiary's shares, and other
adjustments to operations. We have the option to repurchase Mr. Holden's shares
upon his death or disability.
Key employee agreements
Our board has adopted key employee agreements with Gerald D. Van Eeckhout,
Gene Warren, and Gavin J. Thomson. If any entity that is not our affiliate takes
control of us, the takeover triggers the key employee agreements. The key
employee agreement provides that the key employee is entitled to a three year
employment agreement at the key employee's regular salary and bonus. If the key
employee is dismissed without cause or leaves for a good reason as defined under
the agreement, the key employee is entitled to three years' salary and a bonus
that is determined according to a formula and is less than three times the
employee's average compensation for the last five years, the maximum amounts the
IRS permits for these payments.
Officers receive salaries agreed upon by the officer and the board and are
eligible for performance incentives determined from time to time by the board.
Our United Kingdom subsidiary has a service agreement with its managing
director, Mr. Holden, which may be terminated by the employer or employee on six
months' notice. Under this agreement, Mr. Holden receives a base salary,
currently (Pounds)85,000 (US $140,000) per year, and a performance-related bonus
as determined by the subsidiary's board from time to time.
Our Multimedia Teleconferencing and Solutions Limited, MaTS, subsidiary has
service agreements with two executive directors: (1) Finlay Malcom Anthony John
(Iain) McKeracher, and (2) Sarah Jane Stacey, which may each be terminated by
the employer or employee on twelve months' notice. The base salary for Mr.
McKeracher is (Pounds)70,000 (US$ 112,000) and (Pounds)36,500 (US$ 58,400) for
Ms. Stacey. Performance related bonuses are determined by our subsidiary's board
from time to time.
Our Australian subsidiary, ACT Teleconferencing (Pty.) Limited, has a
service agreement with its managing director, Peter Eeles, which may be
terminated by the employer or employee on six months' notice. Base salary for
Mr. Eeles is currently AU$115,000 (US$ 80,000). A performance related bonus may
be determined by this subsidiary's board from time to time.
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Stock options
During 1997, 1998 and 1999, we granted the following stock options to
directors and officers as well as officers of subsidiary companies:
<TABLE>
<CAPTION>
weighted
average
name position 1997 1998 1999 price
- ---- -------- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Gerald D. Van Eeckhout chairman & CEO - 50,000 - $6.05
Ronald J. Bach director 5,000 5,000 5,000 $6.42
James F. Seifert director 5,000 5,000 5,000 $6.42
Donald L. Sturtevant director 5,000 5,000 5,000 $6.42
Gene Warren managing director, US operations 50,000 - - $5.50
Gavin J. Thomson chief financial and planning officer 100,000 - - $4.25
Thierry Bignet managing director, Europe 50,000 - - $6.00
David Holden managing director, UK operations 4,500 10,500 - $8.10
Peter Meijer managing director, Netherlands 10,000 - - $6.00
Robert Aubry managing director, Canada - 20,000 - $5.50
Peter Eeles managing director, Australia - 12,000 - $9.00
</TABLE>
During 1998, the total increase in stock options granted, net of forfeiture
and exercise, amounted to 172,037, thereby increasing the total number of stock
options granted and outstanding at the end of the year to 902,437.
Stock grants
Our board adopted the stock plan of 1999 and authorized the grant of the
following shares of our common stock to the following officers:
name shares
- ---- ------
Gavin Thomson 5,000
Gene Warren 10,000
Peter Eeles 5,000
Thierry Bignet 5,000
The stock plan of 1999 is nonstatutory and nonqualified. The stock granted
to the officers vests immediately but must be forfeited if after three years our
stock's average closing price on public markets is not at least $20.00 per share
during any ten day period during the first calendar quarter of year 2002. Our
personnel and compensation committee has discretion to waive the above
requirements if the purpose of the plan has been met and the officers have
substantially complied with its terms. The committee also has authority to
determine the disposition of any forfeited shares. The fair market value of the
stock granted to the officers may be elected to be treated as income in 1999. We
will offer a cash bonus to assist them in their payment of tax liabilities
associated with the stock grant should they so elect.
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VOTING PROCEDURES
With regard to the nominated directors, a majority vote of shareholders is
required to elect these individuals as directors. Cumulative voting is not
allowed.
Votes will be tallied manually at the meeting. Formal abstentions will
count for purposes of forming a quorum of the shareholders, but will not count
toward a majority vote.
Your vote is very important to us. If you will not be able to attend the
annual meeting, please take a moment to fill out the enclosed proxy and mail it
to us in the enclosed envelope.
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PROXY
-----
ACT Teleconferencing, Inc.
Annual Meeting of Shareholders
June 17, 1999
This proxy is solicited on behalf of the board of directors.
The undersigned shareholder of ACT Teleconferencing, Inc. (the "Company")
hereby acknowledges receipt of the proxy statement and notice of annual meeting,
each dated May 17, 1999, and hereby appoints Ronald J. Bach and Gavin J. Thomson
as proxies and attorney-in-fact, each with the full power of substitution, on
behalf and in the name of the undersigned, to vote all the shares of common
stock, no par value, of ACT Teleconferencing, Inc., held of record by the
undersigned as of May 6, 1999, at the annual meeting of shareholders to be held
on June 17, 1999 at the Denver Marriott West Hotel located at 1717 Denver West
Boulevard, Golden, Colorado, 80401, United States, international telephone: +1-
303-279-9100 and facsimile: +1-303-279-6196, and at any postponement or
adjournment of the annual meeting.
Any shareholder completing this proxy that fails to mark one of the boxes
for the proposal will be deemed to have given the proxy holders complete
discretion in voting his, her, or its shares on the proposal at the annual
meeting. If no mark is made, this proxy will be voted FOR each proposal. If a
box is marked, your shares shall be voted according to your instructions.
The board of directors recommends a vote FOR each of the directors listed
below and a vote FOR the other proposals.
A. Election of Carolyn Van Eeckhout as a class I director to serve until
the 2002 annual meeting of shareholders or until her successor is
elected and qualified.
[_] For [_] Withhold Authority
B. Election of Donald L. Sturtevant as a class I director to serve until
the 2002 annual meeting of shareholders or until his successor is
elected and qualified.
[_] For [_] Withhold Authority
C. Ratification of the appointment of Ernst & Young LLP as our
independent accountants for the year ending December 31, 1999.
[_] For [_] Withhold Authority
D. In their discretion, the proxies are authorized to vote upon any other
business as may properly come before the annual meeting and any
postponement or adjournment of the annual meeting.
[_] For [_] Against [_] Abstain
<PAGE>
Please sign exactly as your name appears on your stock certificate. If
shares are held by joint tenants, both should sign personally. When signing as
attorney-in-fact, executor, administrator, trustee, guardian, or another
fiduciary capacity, please give your full title. If signing on behalf of a
corporation, please sign in full corporate name by president or other authorized
person. If a partnership, please sign in partnership name by authorized person.
Date Signed: ____________________, 1999
____________________
Number of Shares Owned
________________________________________
Print Name(s) of shareholder(s)
________________________________________
Signature (all joint tenants must sign)
________________________________________
Signature of joint tenant (if applicable)
________________________________________
Title (if applicable)
