Notification of Late Filing

(Check One):

    ¨  Form 10-K

    ¨  Form 20-F

    ¨  Form 11-K

    x  Form 10-Q

    ¨  Form 10-D

    ¨  Form N-SAR

    ¨  Form N-CSR

  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

Date of Report: November 14, 2005

  

 

 

 

 

File No. 000-27560

 

    For Period Ended: September 30, 2005
    ¨  Transition Report on Form 10-K
    ¨  Transition Report on Form 20-F
    ¨  Transition Report on Form 11-K
    ¨  Transition Report on Form 10-Q
    ¨  Transition Report on Form N-SAR
    For the Transition Period Ended:                                                              

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:             

 

 

Part I — Registrant Information

 

ACT Teleconferencing, Inc.

(Full name of registrant)

 

N/A

(Former name if applicable)

 

1526 Cole Boulevard, Suite 300

(Address of principal executive offices)

 

Golden, Colorado 80401

(City, State and Zip Code)

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x

   (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,11-K or Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

This report contains 2 pages

 

PART III — NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.

 

The Company has determined that goodwill and asset impairment charges will have to be recorded in the financial statements for the three months ended September 30, 2005, and additional time is needed to determine the correct amounts. Additional time is also necessary to complete the analysis of the impact on the Company’s financial statements of the preferred stock transaction that occurred in August 2005.

 

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Zaid Haddad

(Name)

     

    (303)    

(Area Code)

   

235-9000

(Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    x  Yes    ¨  No

 

 

 

(3) Is it anticipated that the earnings statements to be included in the subject report or portion thereof would reflect any significant change in results of operations from the corresponding period for the last fiscal year?    x  Yes    ¨  No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

During the fiscal quarter ended September 30, 2005, the Company will recognize an impairment charge to write down the value of goodwill and other assets recorded on the Company’s balance sheet. The amount of these charges are currently expected to range from approximately $7 million to $9 million, but additional time is needed to complete the impairment testing.

 

 

 

ACT Teleconferencing, Inc.

            (Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

November 14, 2005   By  

/s/ Gene Warren

        Gene Warren, Chief Executive Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant of by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION

 

International misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

GENERAL INSTRUCTIONS

 

1. This Form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

 

2. One signed original and four conformed copies of this Form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the Form will be made a matter of public record in the Commission files.

 

3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

 

4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The Form shall be clearly identified as an amendment notification.

 

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