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Filed with the Securities and Exchange Commission on June 8, 2000
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ACT TELECONFERENCING, INC.
(Exact name of registrant as specified in its charter)
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COLORADO 7389 84-1132665
(State or other jurisdiction (Primary standard industrial (I.R.S. Employer Identification
of incorporation) classification code number) Number)
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1658 COLE BOULEVARD, SUITE 130
GOLDEN, COLORADO 80401
(303) 235-9000
(Address and telephone number of principal executive offices)
GAVIN J. THOMSON
CHIEF FINANCIAL OFFICER
ACT TELECONFERENCING, INC.
1658 COLE BOULEVARD, SUITE 130
GOLDEN, COLORADO 80401
(303) 235-9000
(Name, address, and telephone number of agent for service)
Copies to:
WILLIAM J. CAMPBELL, ESQ. MELODIE R. ROSE, ESQ.
Faegre & Benson LLP ROBERT K. RANUM, ESQ.
370 Seventeenth Street, Suite 2500 Fredrikson & Byron, P.A.
Denver, Colorado 80202 1100 International Centre
Phone: (303) 820-0630 900 Second Avenue South
Fax: (303) 820-0600 Minneapolis, Minnesota 55402
Phone: (612) 347-7067
Approximate date of commencement of sale to the public:
as soon as practicable after the effective date of this registration statement.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-32156
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. / /
Calculation of Registration Fee
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Title of Each Class of Amount to Proposed Maximum Offering Proposed Maximum Amount of
Securities to be Registered be Registered Price Per Share Aggregate Offering Price Registration Fee
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Shares of common stock no par value 50,000 $5.00 $250,000 $66
Warrants to purchase one share of
common stock(1) 212,500 $0.00 $0.00 $0.00
Warrant shares(2) 212,500 $6.05 $1,285,625 $339
Total: $1,535,625 $405
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(1) One warrant accompanies each two shares of common stock and is included in
the offering price of the common stock.
(2) Shares of common stock issuable upon exercise of the warrants at 110% of
the closing bid on May 23, 2000. The registrant hereby amends this
registration statement on such date or dates as may be necessary to delay
its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may
determine.
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INCORPORATION BY REFERENCE
ACT Teleconferencing, Inc. files this registration statement pursuant to
Rule 462(b) under the Securities Act of 1933, which relates to the public
offering of common stock, warrants, and warrant shares registered in the
registration statement on Form S-1, File 333-32156, filed with the Securities
and Exchange Commission on March 10, 2000 and amended on May 2, 2000 (Amendment
No. 1) and May 22, 2000 (Amendment No. 2, collectively the "prior registration
statement"). This registration statement is being filed for the purpose of
increasing the number of shares offered of common stock by 50,000, warrants by
212,500, and warrant shares by 212,500. The contents of the prior registration
statement declared effective on May 24, 2000 are hereby incorporated by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Golden, State of Colorado,
on June 8, 2000.
ACT TELECONFERENCING, INC
Registrant
By: /s/ Gerald A. Van Eeckhout
Gerald D. Van Eeckhout
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 8th day of June 2000 by the
following persons in the capacities indicated:
SIGNATURE TITLE
/s/ Gerald D. Van Eeckhout Chairman and Chief Executive Officer
Gerald D. Van Eeckhout (Principal Executive Officer)
/s/ Gavin J. Thomson Chief Financial Officer and Secretary
Gavin J. Thomson (Principal Financial and Accounting Officer)
/s/ James F. Seifert Director
James F. Seifert*
/s/ Donald L. Sturtevant Director
Donald L. Sturtevant*
/s/ Ronald J. Bach Director
Ronald J. Bach*
/s/ Carolyn R. Van Eeckhout Director
Carolyn R. Van Eeckhout
* By Gavin J. Thomson, under power of attorney dated March 10, 2000
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INDEX OF EXHIBITS
All exhibits are filed electronically.
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EXHIBIT NO. DESCRIPTION
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5 Opinion and consent of counsel
23 Consent of independent auditors
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