Act Teleconferencing Inc (fka ACTT)

[monda2frida]

There appears to have been an amendment to the preferred shareholders-after March 31, 2007:

VOTE. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT NECESSARY.
This Information Statement is being furnished to the shareholders of record of ACT Teleconferencing, Inc. as of June 6, 2007, the record date, to advise them that our board of directors and shareholders have approved an amendment to our Amended and Restated Articles of Incorporation. A conformed copy of the amendment to Amended and Restated Articles of Incorporation is attached to this Information Statement as Exhibit A . The amendment, when filed with the Colorado Secretary of State, will enable our board of directors to declare, and the corporation to make, distributions to our common shareholders in compliance with applicable Colorado law without regard to the amount necessary, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights of holders of the corporation’s Series AA convertible preferred stock. Notwithstanding the amendment, no distributions may be made to the holders of our common stock without the prior written consent of the holders of our Series AA convertible preferred stock representing at least a majority of the aggregate shares of Series AA convertible preferred stock outstanding. This Information Statement is being mailed to our shareholders of record as of June 6, 2007, the record date, on or about June 27, 2007.
Our board of directors approved the amendment, subject to shareholder approval, at a meeting duly called and held on May 16, 2007. Under applicable Colorado law and our Amended and Restated Articles of Incorporation, the amendment may be approved by our shareholders by written consent if the shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all of the shares entitled to vote thereon were present and voted consent to such action in writing. For purposes of the amendment, the shares of common stock and shares of Series AA convertible preferred stock would at a meeting be entitled to vote together as a single voting group or class (with the Series AA convertible preferred stock voting on an as-converted to common stock basis). At the close of business on the record date, there were 17,055,325 shares of our common stock issued and outstanding and entitled to vote on the amendment, and there were 160,000 shares of our Series AA convertible preferred stock issued and outstanding and entitled to vote on the amendment. Each share of common stock is entitled to one vote per share. The 160,000 shares of our Series AA convertible preferred stock were entitled to cast in the aggregate, on an as-converted basis, 28,249,496 votes on the amendment. Thus, the written consent of shareholders holding approximately 22,652,411 shares (including shares of common stock and Series AA convertible preferred stock voting on an as-converted to common stock basis) were required to approve the amendment. On the record date, the corporation had received the written consent of shareholders entitled to vote holding 26,072,094 shares (including shares of common stock and Series AA convertible preferred stock voting on an as-converted to common stock basis). The written consent obtained was valid and effective and has not been revoked.


http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=5266372


http://www.sos.state.co.us/biz/ViewImage.do?fileId=20071335295&masterFileId=19891112372