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ACT Teleconferencing Launches Rights Offering; 79,600 Shares of Series AA Convertible Preferred Stock Offered to Raise $7.96 Million.


DENVER -- ACT Teleconferencing, Inc. (Pink Sheets:ACTT ACTT n abbr (BRIT) (= Association of Cinematographic, Television and Allied Technicians) → sindicato de técnicos de cine y televisión ), a leading independent worldwide provider of audio, video and web-based conferencing products and services, today announced it has launched a rights offering for the sale of 79,600 shares of Series AA Convertible Preferred Stock Convertible Preferred Stock

Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares".
 to the Company's existing shareholders, at a purchase price of $100 per share. Shareholders of record on January 3, 2006, will have the right to participate in the offering on a pro-rata basis, with oversubscription privileges in the event the rights offering is not fully subscribed Fully Subscribed

A situation in which an underwriting firm has successfully sold to investors all of its available issues of a public offering of securities. When the issue is fully subscribed, the underwriter's risk of being undersubscribed (being unable to sell its allotment of
. The rights will expire if they are not exercised by 5:00 p.m. New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
 time on February 21, 2006. The Company may extend the period for exercising the rights for up to an additional 20 days.

Holders of the Company's common stock on the record date are entitled to purchase .0047 shares of Series AA Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 for each share of common stock held. Under the terms of a Securities Purchase Agreement between the Company and Dolphin Direct Equity Partners, LP dated June 30, 2005, Dolphin has agreed to purchase any shares of Series AA Preferred Stock remaining unsold at the expiration of the rights offering. The $7.96 million generated from the rights offering will be used to repay the $7.0 million bridge loan that Dolphin extended to the Company in October 2005, plus interest. The balance of the net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 will be used to pay transaction-related expenses, make capital expenditures and for working capital.

A registration statement relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 these securities has been filed with the Securities and Exchange Commission. The rights offering is made only by the prospectus, which will be mailed to each shareholder of record. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

To view the prospectus, go to http://www.acttel.com/sec.asp and select the link "SEC Filings & Forms (EDGAR Edgar or Eadgar (both: ĕd`gər), 943?–975, king of the English (959–75), son of Edmund, king of Wessex. In 957 the Mercians and Northumbrians rebelled against Edgar's brother Edwy and chose Edgar as their king. )". The link will provide access to the Company's filings with the Securities and Exchange Commission. The prospectus is labeled S-A/3, "(Amend) Registration Statement under Securities Act of 1933" filed on January 17, 2006. Click "html" to access and print the prospectus and exhibits. A prospectus is also available by contacting the Company at Investor Relations Investor relations

The process by which the corporation communicates with its investors.
 Department, 1526 Cole Boulevard, Suite 300, Golden, Colorado, 80401, 303-233-3500.

Statements made in this news release that are not historical facts may be forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Unaudited information may not conform to US GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
. Important factors that could cause actual results to differ materially from those anticipated by any forward-looking information include, but are not limited to, future economic conditions, competitive services and pricing, new competitor entry, financing, the delivery of services under existing contracts and other factors. For a more detailed description of the factors that could cause such a difference, please see the section entitled "Risk Factors" under the heading "Management's Discussion and Analysis Management's discussion and analysis (MD&A)

A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial
 of Financial Condition and Results of Operations" in ACT's Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December 31, 2004, as well as the Company's other filings with the Securities and Exchange Commission. ACT disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This information is presented solely to provide additional information to further understand the results of ACT.

About ACT Teleconferencing

Established in 1990, ACT Teleconferencing, Inc. is a leading independent worldwide provider of audio, video and web-based conferencing products and services to corporations, educational organizations, and governments worldwide. ACT's integrated global audio and videoconferencing platforms provide uniform international services, customized uniform billing, managed services, and local language services. The Company's headquarters are located in Denver, Colorado, with operations in Australia, Belgium, Canada, France, Germany, Hong Kong, Singapore, the U.K. and the U.S. and several virtual locations, including Japan, China, Taiwan, Indonesia, Spain, Sweden, Switzerland, Russia, Poland and South Africa. ACT's Internet address is www.acttel.com.
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Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Jan 25, 2006
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