S-8 1 ds8.htm FORM S-8 Form S-8
 
As filed with the Securities and Exchange Commission on December 17, 2002
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 
ACT TELECONFERENCING, INC.
(Exact name of registrant as specified in its charter)
 
Colorado
(State or other jurisdiction of
incorporation or organization)
     
84-1132665
(IRS Employer
Identification No.)
1658 Cole Boulevard, Suite 130
Golden, Colorado
(Address of principal executive offices)
     
80401
(Zip code)
 
2002 Performance Incentive Plan
(Full title of the plan)
 
Gerald Van Eeckhout
1658 Cole Boulevard
Suite 130
Golden, Colorado 80401
(Name and address of agent for service)
 
(303) 235-9000
(Telephone number, including area code, of agent for service)
 
Copies to:
William J. Campbell
Michael M. McGawn
Faegre & Benson, LLP
370 17th Street, Suite 2500
Denver, Colorado 80202
(303) 607-3500
 
Calculation of Registration Fee
 
Title of securities
to be registered
   
Amount to
be registered
   
Proposed maximum offering price per share
   
Proposed maximum aggregate offering price
     
Amount of registration fee
  
Common stock
   
400,000
   
$
1.41
   
$
564,000
     
$
52
(1)
(1)
 
Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933.
 

PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.  Incorporation of Documents by Reference.
 
ACT Teleconferencing, Inc. (the “company,” “we,” “us,” or “our”) incorporates by reference the following documents filed with the Securities and Exchange Commission (the “SEC”):
 
 
•
 
Our annual report on Form 10-K/A, filed April 25, 2002, which contains audited financial statements for our fiscal year ended December 31, 2001, the latest fiscal year for which such statements have been filed.
 
 
•
 
All our other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) since the end of the fiscal year ended December 31, 2001.
 
 
•
 
The description of our common stock set forth in our registration statement on Form 8-A, filed with the SEC on March 28, 1994.
 
 
•
 
The description of the rights to purchase our Series B Junior Participating Preferred stock set forth in our registration statement on Form 8-A, filed with the SEC on December 7, 1999.
 
All the reports and other documents we subsequently file pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this registration statement and before the filing of a post-effective amendment which indicates that all of the shares of common stock offered have been sold or which deregisters all shares of the common stock then remaining unsold shall be deemed to be incorporated by reference in and a part of this registration statement from the date of filing of the documents.
 
Any statement contained in a document incorporated, or deemed to be incorporated, by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or incorporated by reference or in any other subsequently filed document that also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
 
Item 4.  Description of Securities.
 
Not Applicable.
 
Item 5.  Interests of Named Experts and Counsel.
 
Not Applicable.
 
Item 6.  Indemnification of Directors and Officers.
 
The Colorado Business Corporation Act permits a corporation organized under the Colorado Business Corporation Act to indemnify its directors, officers, employees, and agents for specified acts. Our articles of incorporation have been prepared to conform to the Colorado Business Corporation Act.
 
In general, we may indemnify any officer, director, employee, fiduciary, or agent against reasonable expenses, fines, penalties, settlements, or judgments arising in connection with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were reasonably 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 a determination by an independent

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decision of our board of directors, by independent legal counsel, or by a vote of the shareholders that the applicable standard of conduct was met by the person to be indemnified.
 
The circumstances under which indemnification is granted in connection with an action brought on our behalf are generally the same as those set forth above; however, with respect to the actions against directors, indemnification is granted only for 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 pursuant to the terms of agreements, which may be entered into in the future pursuant to a vote of shareholders or directors. In addition, we are authorized to purchase and maintain insurance, which protects our officers and directors against any liabilities, incurred in connection with their services in their positions, and we may obtain an insurance policy in the future.
 
Item 7.  Exemption from Registration Claimed.
 
Not Applicable.
 
Item 8.  Exhibits.
 
Exhibit No.
  
Description      
4.1(1)
   
Form of specimen certificate for common stock of ACT
5.1 and 23.1
   
Opinion and consent of counsel
23.2
   
Consent of Ernst & Young LLP
(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.
 
Item 9.  Undertakings.
 
We hereby undertake:
 
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: (i) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports we file pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
 
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being

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registered which remain unsold at the termination of the offering.
 
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer, or controlling person of the company 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, we 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 such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
SIGNATURES
 
Pursuant to 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-8 and 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 this 17th day of December, 2002.
 
       
ACT TELECONFERENCING, INC.
       
By
  
/S/    GERALD D. VAN EECKHOUT         
               
Gerald D. Van Eeckhout
               
Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
Date
      
Signature/Capacity
December 17, 2002
          
/S/    GERALD D. VAN EECKHOUT         
               
Gerald D. Van Eeckhout
               
Chief Executive Officer and Director
               
(Principal Executive Officer)
                 
December 17, 2002
          
/S/    GAVIN J. THOMSON         
               
Gavin J. Thomson
               
Chief Financial Officer and Secretary
               
(Principal Financial and Accounting Officer)
                 
                 

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December 17, 2002
/S/    RONALD J. BACH
Ronald J. Bach
Director
 
December 17, 2002
/S/    JAMES F. SEIFERT
James F. Seifert
Director
 
December 17, 2002
/S/    CAROLYN R. VAN EECKHOUT
Carolyn R. Van Eeckhout
Director
 
December 17, 2002
/S/    DONALD L. STURTEVANT
Donald L. Sturtevant
Director

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Index of Exhibits
 
All exhibits are filed electronically unless incorporated by reference.
 
Exhibit No.
   
Description
4.1(1)
   
Form of specimen certificate for common stock of ACT
5.1 and 23.1
   
Opinion and consent of counsel
23.2
   
Consent of Ernst & Young LLP
(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.

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