SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: ~~August~~(Date 26of earliest event reported): June 12, ~~2005~~2006

ACT Teleconferencing, Inc.

(Exact name of registrant as specified in its charter)


Colorado	0-27560	84-1132665
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)


1526 Cole Boulevard, Suite 300, Golden, Colorado		80401
(Address of principal executive offices)		Zip Code

(303) 233-3500

(Registrant’s telephone number, including area code)

1526 Cole Boulevard, Suite 300, Golden, Colorado		80401
(Address of principal executive offices)		(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2. below):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Item 32.~~01.~~03 ~~Notice~~Creation of ~~Delisting~~a orDirect ~~Failure~~Financial toObligation ~~Satisfy~~or aan ~~Continued~~Obligation ~~Listing~~under ~~Rule~~an orOff-Balance ~~Standard;~~Sheet ~~Transfer~~Arrangement of ~~Listing~~a Registrant.

OnTerm ~~August~~Loan ~~26, 2005, the Company received notice~~ from Nasdaq that as a result of the resignations on August 19, 2005 of five members of its Board of Directors and the appointment of Clarke H. Bailey, Carlos P. Salas, and Peter E.Salas as directors, the Company was not in compliance with Marketplace Rules 4350(c)(1) and 4350(d)(2). Those rules require issuers to maintain a majority of independent directors on the board, and an audit committee comprised of three directors, all of whom must meet the standards for independence set forth in SEC Rule 10A-3. In addition, on September 1, 2005, the Company received notice from Nasdaq that Nasdaq believes the terms of the Company’s Series AA Convertible Preferred Stock, insofar as they permit voting on an as-converted basis and include anti-dilution provisions, are not in compliance with Marketplace Rule 4351, which prohibits a “disparate” reduction in the voting rights of an issuer’s publicly traded common stock. The September 1 notice further provides that the provision of the Investor Rights Agreement dated August 19, 2005 between the Company and Dolphin Direct Equity Partners, LP, ~~providing Dolphin with right to designate five of the seven members of the Company’s Board of Directors, also violates Marketplace Rule 4351.~~

AsOn June 30, ~~previously~~2006, ~~reported~~ACT Teleconferencing, Inc. (the “Company”) ~~also~~entered ~~received~~into ~~notice~~a ~~from Nasdaq~~Loan onAgreement ~~March~~(the 9“Agreement”) with Dolphin Direct Equity Partners, ~~2005~~LP ~~that~~(“Dolphin”), the ~~price~~largest registered holder of the Company’s Series AA Convertible Preferred Stock (and the Company’s common stock ~~closed~~on ~~below~~an as-converted basis) and an affiliate of one of the Company’s directors, Mr. Peter E. Salas. The Agreement provides for draws in minimum amounts of $500,000 up to a maximum aggregate principal amount of $1,500,000.00 ~~per~~The ~~share~~Company ~~for~~borrowed $500,000 under the ~~preceding~~Agreement 30on ~~days~~July 6, as2006, ~~required~~and intends to use the net funds drawn to date and from time to time hereafter for fixed and working capital needs. The principal amount of loans drawn under ~~Marketplace~~the ~~Rule~~Agreement ~~4450(~~bear interest at a) rate of 12% per annum (~~5),~~25% ~~and~~per ~~notice~~annum onfollowing ~~August~~the ~~18,~~occurrence ~~2005~~of ~~that~~an asevent of ~~June~~default under the Agreement) and mature on June 30, ~~2005~~2007. ~~the~~Any amounts that are ~~Company~~repaid ~~was~~may not inbe ~~compliance~~re-borrowed. ~~with~~The ~~the~~Company ~~minimum~~intends ~~$10,000,000~~to ~~stockholders’~~repay ~~equity~~any ~~requirement~~loans ~~for~~out ~~continued~~of ~~listing~~its ~~under~~cash ~~Marketplace~~flow ~~Rule~~from ~~4450(a)(3)~~operations.

AsThe ~~previously~~Agreement ~~disclosed,~~contains ~~Nasdaq~~provisions limiting the Company’s ~~letter~~ability ofto, ~~August~~among 18other ~~set~~things, aincur ~~deadline~~additional ofindebtedness, ~~September~~create 2liens, ~~2005~~make ~~for~~loans, ~~the~~investments ~~Company~~or toguarantees, ~~submit~~engage ain ~~response~~mergers ~~outlining~~or ~~the~~acquisitions, ~~plan~~sell ~~and timeline~~assets, topay ~~achieve~~dividends ~~and~~on ~~sustain~~its ~~compliance~~capital ~~with~~stock ~~all~~and ~~Nasdaq~~engage ~~National~~in ~~Market~~transactions ~~requirements~~with affiliates. IfAnd, ~~Nasdaq~~pursuant ~~determines~~to ~~that~~ the ~~Company~~terms ~~has~~of ~~not presented~~ a ~~definitive~~Pledge ~~plan~~Agreement tobetween ~~achieve~~the Company and ~~maintain~~Dolphin ~~compliance~~and ~~with~~a ~~applicable~~Security ~~listing~~Agreement ~~standards,~~among ~~or if~~ the ~~closing~~ ~~market~~Company, ~~price~~each of ~~the~~its ~~common~~U.S. ~~stock~~operating issubsidiaries ~~not~~and ~~greater~~Dolphin, ~~than~~each ~~$1.00~~of ~~for~~which ~~ten~~are ~~consecutive~~also ~~trading~~dated ~~days~~as ~~prior~~of ~~to September 6~~June 30, ~~2005~~2006, ~~Nasdaq~~the loans will ~~provide~~be asecured ~~written~~by ~~notification~~substantially ~~that~~all the ~~common~~assets ~~stock~~of ~~will~~the beCompany ~~delisted.~~and ~~At that time,~~ the Company’s ~~will~~U.S. ~~have the~~operating ~~right~~subsidiaries, subject to ~~appeal~~the ~~Nasdaq’s~~first ~~determination~~priority tosecurity ainterest ~~Listings~~in ~~Qualifications~~such ~~Panel.~~assets ~~Alternatively,~~currently held by the Company’s ~~may~~senior ~~apply~~commercial tolender. The ~~transfer~~Company’s ~~its~~senior ~~securities~~commercial tolender ~~the~~and ~~Nasdaq~~Dolphin ~~SmallCap~~have ~~Market,~~entered ifinto ~~the~~a ~~requirements~~Subordination inAgreement ~~Marketplace~~dated ~~Rule~~as ~~4310(c)~~of ~~are~~June 30, ~~met.~~2006 Ifwhich governs the ~~transfer~~ ~~application~~rights isof ~~approved,~~ the Company’s ~~will~~lenders ~~have~~with anrespect ~~additional~~to ~~180-day~~the ~~period~~collateral tosecuring ~~regain~~their ~~compliance~~respective ~~with~~loans to ~~applicable~~the ~~listing standards~~Company.

~~The~~Waiver ~~Company~~and ~~believes~~Amendment ~~that~~Agreement ~~the~~with ~~actions described in Item 5.02 below,~~ the ~~text of which is incorporated into this Item 3.01 by reference, has brought the~~ Company’s ~~back~~Senior ~~into~~Commercial ~~compliance~~Lender ~~with Marketplace Rules 4350(c)(1) and 4350(d)(2).~~

~~The~~On ~~Company~~June 12, ~~intends~~2006, tothe ~~submit~~Company aentered ~~response~~into toa ~~Nasdaq~~Waiver ~~describing~~and ~~the~~Amendment ~~impact~~Agreement ~~that~~with ~~the~~Silicon ~~Company’s~~Valley ~~sale~~Bank of(“SVB”), its ~~Series~~senior AAcommercial ~~Preferred~~lender, ~~Stock~~under ina ~~the~~$3.5 million ~~initial~~line ~~closing~~of ~~will~~credit ~~have~~(the on“Amendment”). Under the ~~Company’s~~terms ~~shareholder’s~~of ~~equity~~the Amendment, ~~which~~ ~~the~~among ~~Company~~other ~~believes~~things, ~~will~~SVB ~~restore~~waived ~~compliance~~all ~~with~~existing defaults under the ~~shareholder~~Company’s ~~equity~~existing ~~listing~~Loan ~~standard.~~and ~~The~~Security ~~Company’s~~Agreement ~~response~~with ~~will~~SVB ~~also~~dated ~~address~~as ~~issues~~of ~~relating~~November 19, 2004, as amended to ~~Dolphin’s~~date ~~Board~~(with ofrespect ~~Directors~~to ~~representation~~which ~~rights~~SVB ~~and~~had ~~the~~previously ~~conversion~~agreed ~~price issues~~to ~~described~~forbear ~~above,~~from ~~which~~exercising ~~the~~its ~~Company~~rights ~~believes~~as ~~were~~previously ~~necessary~~disclosed), ~~provisions~~relaxed lending limitations related to ~~complete~~customer ~~the~~concentration ~~preferred~~and ~~stock~~foreign ~~financing.~~accounts ~~The~~receivable, ~~Company~~and ~~will~~amended ~~also~~the ~~make~~financial covenants to provide for a ~~determination~~trailing onthree ormonth ~~about~~minimum ~~September~~EBITDA 6,(as ~~2005~~defined ~~regarding~~in the ~~action~~Amendment) toof be$750,000 ~~taken~~requirement in ~~connection~~lieu ~~with~~of the ~~Company’s~~ ~~failure~~previous tominimum ~~meet~~cash ~~Nasdaq’s~~income ~~minimum~~requirement. ~~bid~~The ~~price~~maturity ~~for~~date ~~continued~~of ~~listing~~the line of credit has been extended to June 12, 2007.

~~Item~~Signatures ~~5.02. Departure of Directors or Principal Officers; election of Directors; Appointment of Principal Officers~~

In accordance with the terms of the Investor Rights Agreement between the Company and Dolphin, Dolphin has appointed Michael W. Shepherd to the Company’s Board of Directors, effective August 25, 2005. In addition, on Tuesday, August 30, 2005, the Company’s Board took the following actions: (1) formally made the determinations that Mr. Clarke Bailey and Mr. Shepherd are “independent directors” as defined in Marketplace Rule 4200(a)(15) and that Messrs. Bailey and Shepherd meet the criteria for independence set forth in SEC Rule 10A-3(b)(1); and (2) appointed Messrs. Bailey and Shepherd to the Audit Committee of the Company’s Board and elected Mr. Bailey as chairman of the committee. Effective with these actions, the Company’s Audit Committee consists of Messrs. Aslin, Bailey and Shepherd, each of whom meets the independence standards of Rule 10A-3 and Nasdaq’s financial sophistication test, and at least one of whom will be identified in the Company’s appropriate reports under the Securities Exchange Act of 1934 as an “audit committee financial expert” as defined by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ACT Teleconferencing, Inc.
	ACT Teleconferencing, Inc. (Registrant)
Date: September 1, 2005	By:	/s/ Gene Warren
Date: July 7, 2006	By:	/s/ Gene Warren
		Gene Warren Chief Executive Officer
		Gene Warren
		Chief Executive Officer

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