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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 4, 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 the close of business on January 4, 1999, the registrant had received
subscription agreements for Units exceeding the minimum; signed subscription
agreements were received from 10 persons for 150,000 Units, which will generate
gross proceeds of $825,000. Subscribers were directors, officers and
shareholders of the registrant. The offering will continue until the maximum is
reached, the registrant terminates the offering, or January 15, 1999. The
offering can be extended up to thirty days in the discretion of the registrant.
The registrant will schedule one or more closings, but at least one closing to
collect the proceeds from the sale of at least the minimum 80,000 Units will be
held on or before January 15, 1999.
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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 building of a video
conferencing network. Of immediate importance is the increase in the
registrant's tangible net assets that had dropped to approximately $1.9 million
during the fourth quarter, which is below the $2,000,000 minimum required by the
Nasdaq SmallCap Market for continued listing of the registrant's common stock
and public warrants. Proceeds from the subscription agreements received on
January 4, 1999 will increase tangible net assets to approximately $2,700,000 on
or before January 15, 1999.
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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 4, 1999 By:/s/ Gavin Thomson
(Signature)
Gavin Thomson
Chief Financial Officer
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