Tuesday, January 11, 2011 10:52:44 AM
A?C?T? TELECONFERENCING
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on August 19, 2010
This letter serves as notice of the annual meeting of the shareholders of ACT Teleconferencing, Inc., to be held at our offices
located at 1526 Cole Boulevard, Suite 300, Lakewood, Colorado 80401, on August 19, 2010 at 9:00 a.m., local time. The purpose of
this annual meeting is to consider and vote on the following proposals:
The election of seven (7) directors to serve until the 2011 annual meeting and until their successors are elected and qualified;
and
To transact such other business as may properly come before the annual meeting or any adjournments or
postponements thereof.
Our board of directors has fixed the close of business on Thursday, July 1, 2010 as the record date for determining the shareholders
entitled to notice of and to vote at the annual meeting or at any adjournment or postponement thereof. Therefore, shareholders who
owned shares of our common stock or Series AA convertible preferred stock at the close of business on that date are entitled to notice of
and to vote at the meeting. A list of these shareholders will be available for inspection by any shareholder (or agent or attorney of such
shareholder) at the offices of ACT Teleconferencing, Inc. at 1526 Cole Boulevard, Suite 300, Lakewood, Colorado 80401 beginning two
business days after the date hereof and continuing through the meeting (including any adjournment or postponement thereof).
Only shareholders and persons holding proxies from shareholders may attend the annual meeting. If your shares are registered
in your name, you should bring a form of identification to the meeting. If your shares are held in the name of a broker, trust, bank or
other nominee, you will need to bring a proxy or letter from that broker, trust, bank or other nominee that confirms you are the
beneficial owner of those shares.
To ensure that your shares are represented at the annual meeting, you are urged to vote your shares as soon as possible, according
to the instructions on the enclosed proxy card, by completing, signing, dating and returning the proxy card in the accompanying,
postage-prepaid (if mailed in the U.S.), return envelope. Your shares will be voted in accordance with your instructions. You may attend
the annual meeting and vote in person even if you have previously returned your proxy card.
By Order of the Board of Directors
/s/Peter E. Salas
Peter E. Salas
Chairman of the Board of Directors
Annual Meeting Thursday, August 19, 2010, 9:00 a.m., local time.
ACT Teleconferencing, Inc. Principal Executive Offices
1526 Cole Boulevard, Suite 300
Lakewood, CO 80401
To: (A) elect seven directors to the Board of Directors; and (B) transact such other business as may properly
come before the annual meeting.
This proxy statement and the accompanying proxy card are first being sent or given to shareholders beginning on
or about July 6, 2010.
July 1, 2010; if you were a shareholder at the close of business on such date, you may vote your shares at the
meeting as described in this proxy statement.
Our common stock and our Series AA convertible preferred stock are our only voting securities. Each share of
common stock is entitled to one vote on each matter being voted upon by our common stock. Each share of
Series AA convertible preferred stock is entitled to one vote for each share of common stock into which such
share of preferred stock is convertible on each matter being voted upon by our preferred stock. The common
stock and the preferred stock will vote on all matters to be considered at the annual meeting together as a single
class.
At the close of business on the record date, there were 17,211,632 shares of our common stock issued and outstanding and entitled to
vote on the matters as set forth herein, and there were 160,000 shares of our Series AA convertible preferred stock issued and outstanding
and entitled to vote on the matters as set forth herein. The 160,000 shares of preferred stock will be entitled (on an as-converted basis) to
cast in the aggregate 32,892,164 votes on each of the matters being voted upon by our preferred stock.
Under applicable Colorado law, shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter. And, a majority of the votes entitled to be cast on the matter by the voting
group, present in person or by proxy, constitutes a quorum of that voting group for action on that matter. Once a share is represented for
any purpose at the annual meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum purposes
for the remainder of the meeting and for any adjournment or postponement of the meeting. If a quorum exits, with respect to the election
of directors, the seven candidates having the highest number of votes cast by the voting group entitled to vote in respect thereof in favor
of their election will be elected to the Board of Directors.
The only voting group relevant for purposes of this annual meeting is the shares of common stock and shares of Series AA convertible
preferred stock voting together as a single voting group or class (with the preferred stock voting on an as-converted to common stock
basis), which we refer to as the Combined Voting Class. The Combined Voting Class will vote in respect of all of the proposals.
The required vote of the shareholders on all proposals to be considered at the annual meeting is based upon the total number of votes
actually cast at the annual meeting. Abstentions will be included as shares that are present and entitled to vote for purposes of
determining the presence of a quorum at the meeting. Broker non-votes, which result when a broker, bank or other institutional record
shareholder casts votes (whether at the instruction of the beneficial owner or by exercising discretionary voting authority) with respect to
one or more proposals to be considered at the annual meeting but does not have discretionary voting authority with respect to other
proposals and has not received voting instructions from the beneficial owner of the shares with respect to such proposals and is therefore
unable to cast votes in respect thereof, are not relevant for purposes of determining the presence of a quorum at the meeting. Abstentions
and broker non-votes will have no effect on the voting outcome with respect to the election of directors.
Proxies
Revoking
Your Proxy
Unless you tell us on the proxy card to vote differently, we will vote signed, returned proxy cards "for" the election
of each of the director nominees. The proxy holders will vote in their discretion on any matters not on the agenda
that are properly brought before the meeting.
You may revoke your proxy before it is voted at the meeting. To revoke your proxy, notify our corporate Secretary in
writing, or deliver to the corporate Secretary a duly executed proxy bearing a later date. You may also revoke your
proxy by appearing at the meeting in person and voting your shares. Attendance at the meeting will not, by itself,
revoke a proxy.
The Board of Directors is soliciting your proxy, and ACT Teleconferencing, Inc, will pay the costs of soliciting the
proxies from the shareholders.
Proxy
Solicitor and
Solicitation
Costs
Shareholder
Proposals
Shareholders intending to submit proposals, whether or not to be included in our proxy statement relating to our
annual meeting to be held in 2011, must deliver notice of the proposal in writing to our Secretary at our
principal executive offices no later than March 14, 2011. Proposals received after that date will not be
included in our proxy statement and will be considered by us to be untimely and not eligible for proper
consideration at the 2011 annual meeting.
PLEASE VOTE. YOUR VOTE IS VERY IMPORTANT.
BENEFICIAL OWNERSHIP OF OUR VOTING SECURITIES
As of the record date, Dolphin Management Inc. beneficially owned 68,945,928 shares of our common stock, which represents
approximately 80.7% of the vote of the Combined Voting Class. The percentage is based on 17,211,632 shares of common stock and
160,000 outstanding shares of Series AA convertible preferred stock as of the close of business on the record date. The 68,945,928 shares
beneficially owned include: 56,680,678 shares issuable upon conversion of the Series AA convertible preferred stock and warrants
beneficially owned by Dolphin Direct Equity Partners, LP ("Dolphin Direct") and 980,250 shares beneficially owned directly by Dolphin
Direct; 10,834,750 shares issuable upon conversion of the Series AA convertible preferred stock beneficially owned directly by Dolphin
Offshore Partners, LP ("Dolphin Offshore") and 50,250 shares beneficially owned directly by Dolphin Offshore; and 400,000 shares
owned directly by Dolphin Advisors, LLC. Each of the Dolphin entities reports shared voting and investment power over the shares
reported with Mr. Peter E. Salas, and each discloses its address to be c/o Dolphin Management Inc., PO Box 16867, Fernandina Beach,
Florida 32035. Mr. Salas is the President and sole shareholder of Dolphin Management Inc., and Mr. Salas discloses his address to be c/o
Dolphin Management Inc., PO Box 16867, Fernandina Beach, Florida 32035. Mr. Salas disclaims beneficial ownership of such shares
except to the extent of his pecuniary interest therein.
Our amended and restated articles of incorporation, as amended, and amended and restated bylaws, as amended, provide that
directors will be elected for one year terms. Pursuant to our amended and restated bylaws, as amended, the number of directors
comprising our Board of Directors has been fixed at seven, with Dolphin Direct having the authority to designate for election five of
our seven directors. Additional information regarding our directors is set forth below.
Name and Principal Occupation or Employment
Peter E. Salas (6 Chairman)
Principal Executive Officer of ACT Teleconferencing, Inc. and President of Dolphin Asset
Management Corporation and its related companies
Malcolm M. Aslin (2 Chairman) (3)
Director and Consultant, Marshall & Iisley Corporation
Clarke H. Bailey (3 Chairman)(6)
Lead Independent Director of ACT Teleconferencing, Inc.
Chairman and Chief Executive Officer, Glenayre Technologies, Inc.
Donald Marzullo (3)(4)(5 Chairman)
Principal for Thompson, Cobb, Bazilio & Associates, PC
Naomi Perry (1)(4 Chairwoman) (6)
Retired from Client Industry Executive, EDS Global Communications Industry Group
Carlos P. Salas (1)(2)(4)
Member of Dolphin Advisors, LLC
Rich Thon (1 Chairman)(2)(5)
Retired from ARAMARK Corporation
* Age as of June 30, 2010
Member of the Compensation Committee
Member of the Audit Committee
Member of the Governance Committee
Member of the Technology Committee
Member of the Dividend Committee
Member of the Executive Committee
The seven nominees receiving the highest number of votes will be elected to our Board of Directors. If no direction is given on
a duly executed proxy card that is returned to us, all shares covered by such proxy will be voted "FOR" the election of each of the
seven director nominees.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF EACH OF THE DIRECTOR NOMINEES.
DIRECTOR INFORMATION
Peter E. Salas was appointed as the Chairman of our Board of Directors in August 2005 in connection with Dolphin Direct's
investment in our Series AA convertible preferred stock and has served as the Company's principal executive officer since March 2007
and principal financial and accounting officer since August of 2007. Mr. Salas has served as President of Dolphin Asset Management
Corporation and its related companies since their founding in 1988. As President, he oversees all of its matters and manages it on a
day-to-day basis. Dolphin Direct, an affiliate of Dolphin Management Inc., is a New York based private equity fund investing
exclusively in micro-cap opportunities. It was the lead investor in our Series AA convertible preferred stock offering. Prior to
establishing the Dolphin entities, Mr. Salas served in various capacities for ten years at J.P. Morgan Investment Management, Inc. He
received an A.B. degree in Economics from Harvard in 1976. Mr. Salas also serves as Chairman of the Board of Directors of
Tengasco, Inc., and serves on the boards of directors of Williams Controls, Inc., Southwall Technologies Inc. and Boston Restaurant
Associates, Inc. Peter E. Salas and Carlos P. Salas are cousins, and Ms. Perry is Mr. Peter Salas's sister-in-law.
Malcolm M Aslin has served as a member of our Board of Directors since August 2004. He joined Marshall & Ilsley
Corporation as a Director and consultant in April 2006. Previously, Mr. Aslin served as President and Chief Executive Officer of Gold
Bane Corporation, a registered bank holding company, from March 2003, and was President and Chief Operating Officer of Gold
Bane from February 1999 to March 2003. From October 1995 until February 1999, Mr. Aslin served as Chairman of the Board of
Western National Bank and Unison Bancorporation, Inc. and Chairman and Managing Director of CompuNet Engineering, L.L.C.
Prior to Western National and CompuNet, Mr. Aslin spent more than 22 years in various positions with VMB Banks and United
Missouri Financial Corporation, including President, Chief Operating Officer and Director of United Missouri Bancshares, Inc. and
President and Director of UMB's Kansas City bank, as well as United Missouri Bank of Kansas City, N.A. Mr. Aslin received his B.S.
and M.B.A. degrees from the University of Missouri -Columbia.
Clarke H. Bailey has served as a member of our Board of Directors since August 2005. Mr. Bailey was appointed to the Board
in August 2005 in connection with Dolphin Direct's investment in our Series AA convertible preferred stock.
Mr. Bailey joined Glenayre Technologies, Inc. in December 1990 and has served in a variety of positions at Glenayre, currently as
Chairman and Chief Executive Officer. In June 1999, he was named Chairman of the Board of Glenayre. He is responsible for the
growth of Glenayre's entertainment distribution subsidiary, which is the exclusive supplier of CDs and DVDs for Universal Music,
and for the growth of Glenayre's messaging business, which supplies voice messaging solutions to wireless carriers and for its active
acquisition program. Mr. Bailey serves on the boards of Iron Mountain Incorporated and Tengasco, Inc. and has served on numerous
corporate boards, including Swiss Army Brands, Inc., Koret, Inc. and Pulse Engineering, Inc. He and his wife support the following
nonprofit organizations: Save the Children, Nature Conservancy, and Yellowstone Park Foundation.
Donald Marzullo joined ACT’s Board of Directors in 2009. Mr. Marzullo is presently a Principal at Thompson, Cobb,
Bazilio & Associates, PC, a certified public accounting and consulting services firm providing comprehensive informational
technology, management consulting, tax, audit and assurances services. As the Firm’s IT services practice leader, he has provided
information technology advisory and management services for numerous multinational companies, foreign governments, and U.S.
federal departments, including the US Department of Treasury, US Department of Homeland Security, and the US Department of
Commerce. Prior to joining TCBA, Mr. Marzullo served as Vice President at the Public Affairs Group in Washington, DC where he
was responsible for designing and implementing global communications strategies and programs for industry leading organizations
such as IBM, Siemens, Cummins, KPMG, Deloitte & Touche, Duke Energy, Citigroup, BP Amoco and DuPont.
Mr. Marzullo earned a B.A. degree from the American University in Washington, DC. He received a Juris Doctor degree from the
University of South Dakota School of Law.
Naomi Perry has served as a member of our Board of Directors since October 2005. Ms. Perry was appointed to the
Board in October 2005 in connection with Dolphin Direct's investment in our Series AA convertible preferred stock.
Ms. Perry is a retired Client Industry Executive in the EDS Global Communications Industry Group. She had been with EDS since
1985 and was responsible for bringing industry intellectual capital, thought leadership and business knowledge to the MCI client
relationship. EDS provides a broad portfolio of business and technology solutions to help its clients worldwide improve their business
performance. EDS's core portfolio comprises information-technology, applications and business process services, as well as
information-technology transformation services. Ms. Perry has over 20 years experience in the IT and telecommunications industries.
Ms. Perry is Mr. Peter E. Salas's sister-in-law.
Carlos P. Salas has served as a member of our Board of Directors since August 2005. Mr. Salas was appointed to the Board
Mr. Salas is a member of Dolphin Advisors, LLC, the sole managing general partner of Dolphin Direct. Before joining Dolphin
Advisors in January 2004, Mr. Salas led an investor group in the acquisition of a private engineering and manufacturing firm in
2001, and joined that firm to lead its financial and operating restructuring as Chief Financial Officer throughout 2002 and 2003.
Previously, Mr. Salas served as an investment banker with Donaldson, Lufkin & Jenrette, Inc. ("DU"), and later with Credit Suisse
First Boston, after it merged with DU. Prior to joining DU, Mr. Salas practiced law with Cleary, Gottlieb, Steen & Hamilton LLP in
New York. Mr. Salas received his J.D. from the University of Chicago and his B.A. from New York University. Mr. Salas serves on
the boards of directors of Tengasco Inc., Williams Controls, Inc. and Telenetics Corp.
Richard M. Thon has served as a member of ACT’s Board of Directors since 2010. Mr. Thon was Assistant Treasurer at
ARAMARK Corporation until June, 2002. He began his career with ARAMARK in 1987 and served in various capacities in the
Corporate Finance Department during his tenure there. Prior to joining ARAMARK, Mr. Thon was a Vice President in the
International Department of Mellon Bank. Mr. Thon also serves on the Board of Boston Restaurant Associates, Inc. He previously
served on the board of Horizons Unlimited Geriatric Education Corporation. Mr. Thon received a B.A. in Economics degree from
Yale College and a Masters of Business Administration degree in Finance from The Wharton School, University of Pennsylvania.
Compensation of Directors
The company uses cash to attract and retain qualified candidates to serve on the Board of Directors. In setting director
compensation, the company considers the significant amount of time that directors dedicate to the fulfillment of their duties to the
company, as well as the skill-level required of members of the Board of Directors. Currently, directors Aslin, Bailey, Perry, Marzullo
and Thon are each paid a director's fee of $5,000 each calendar quarter for serving on our Board of Directors.
MEETING ATTENDANCE, COMMUNICATIONS WITH THE BOARD OF DIRECTORS, COMMITTEES OF
BOARD OF DIRECTORS, AND DIRECTOR NOMINATIONS BY SHAREHOLDERS
General Information
Our Board of Directors holds regular monthly meetings and meets at special meetings in person or by teleconference as and
when business circumstances require. Each of our incumbent directors attended 75% or more of the total number of meetings held by
our Board of Directors while serving as a director during the fiscal year ended December 31, 2009. Each of our incumbent directors
attended 75% or more of the total number of meetings held by the committees on which each of the directors served (during the
periods served by each of them). We encourage our directors to attend our annual meeting of shareholders, subject to their availability
and travel schedules.
Shareholders may communicate with our directors by mail, by addressing their communications to one or more directors and
sending them to our corporate headquarters at 1526 Cole Boulevard, Suite 300, Lakewood, Colorado 80401. Such communications
may be screened pursuant to our screening process approved by our independent directors to ensure that inappropriate material is not
sent to a director; all business-related correspondence, however, will be forwarded to each director to whom the correspondence is
addressed.
Our Board of Directors has established the following six committees, each of which is comprised of two to three directors:
(1) Audit Committee, (2) Compensation Committee, (3) Governance Committee, (4) Technology Committee (5) Dividend
Committee and (6) Executive Committee.
Compensation (Nominating) Committee
The purpose of the Compensation Committee is to establish and execute compensation policy and programs for our executives
and employees. It also determines the allocation of amounts to be paid under our incentive compensation plans and options and other
awards to be granted under our equity incentive plan. Our Compensation Committee also serves as our nominating committee,
selecting nominees for election as directors, subject to Dolphin Direct's contractual rights and rights under our amended and restated
bylaws, as amended, with respect thereto. Messrs. Carlos Salas, Rich Thon, and Ms. Perry are the current members of our
Compensation (Nominating) Committee. The Board of Directors has adopted a formal written charter for the committee.
As the nominating committee, the Compensation Committee does not have an express policy with regard to the consideration
of director candidates recommended by our shareholders because the committee believes it can adequately evaluate any such
nominees on a case-by-case basis. As allowed by our amended and restated bylaws, as amended, a shareholder desiring to submit a
nominee recommendation should send a letter addressed to the attention of the Chair of the Compensation Committee, 1526 Cole
Blvd., Ste. 300, Lakewood, Colorado 80401. The committee will evaluate shareholder recommended candidates under the same
criteria as internally generated candidates. Although the committee does not currently have formal minimum criteria for nominees,
substantial relevant business and industry experience are generally considered important qualifying criteria, as well as the ability to
Such notice must furnish certain information about each nominee selected by the shareholder, including the nominee's name, age,
business address, residence address, principal occupation or employment and other information described in the bylaws. The notice
must also state the name and address of the shareholder making such nomination as they appear on our record books, state the number
of shares held by such shareholder, and contain certain representations. Shareholders wishing to make nominations should consult our
amended and restated bylaws, as amended, which are filed as an exhibit to our Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 14, 2006, for important information regarding the procedures and deadlines for
making a proper nomination.
Audit Committee
Mr. Aslin serves as the Audit Committee Chairman, and Mr. Thon serves as its mentor. The primary purpose of the Audit
Committee is to assist our Board of Directors in fulfilling its oversight responsibility of ensuring the quality and integrity of our
auditing and financial reporting practices. Management has the primary responsibility for the financial statements and the reporting
process, including the systems of internal control over financial reporting of the company. The Audit Committee is also responsible for
the selection each year of our independent auditors. The Audit Committee is governed by a written charter.
Our Audit Committee approves in advance any and all audit services, including audit engagement fees and terms, and non-
audit services provided to us by our independent auditors (subject to de minimus exceptions for non-audit services), to the extent
required by applicable law. The independent auditors and management are required to periodically report to the Audit Committee the
extent of services provided by the independent auditors and the fees associated with these services.
Code of Ethics
We have adopted a Corporate Code of Ethics and Business Conduct that applies to all of our employees, including our
principal executive officer, principal financial officer and principal accounting officer. The Corporate Code of Ethics and Business
Conduct are available on the investor relations page of our web site at www.acttel.com.
OTHER PROPER BUSINESS
As of the date of this proxy statement, the Board of Directors is not informed of any matters other than those stated above that
may be brought before the meeting. The persons named in the enclosed form of proxy or their substitutes will vote with respect to any
such matters in accordance with their best judgment.
OTHER INFORMATION
Reports and other documents we have historically filed with the Securities and Exchange Commission prior to our
deregistration are also available for tree at the Securities and Exchange Commission's website at www.sec.gov.
By Order of the Board of Directors,
/s/Peter E. Salas
Peter E. Salas
Chairman 6 July, 2010
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