-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LQ0THmFJD7jPXP2O7dp8QwXWdLNjFCYq6D0hXaGX8jvv0o7hhYU1S8FGW+a4F7Tt J+yiBcAn5PXHfNAOi6FNFA== 0001023175-05-000195.txt : 20050909 0001023175-05-000195.hdr.sgml : 20050909 20050909161528 ACCESSION NUMBER: 0001023175-05-000195 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050906 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050909 DATE AS OF CHANGE: 20050909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADCAST INTERNATIONAL INC CENTRAL INDEX KEY: 0000740726 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870395567 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13316 FILM NUMBER: 051077945 BUSINESS ADDRESS: STREET 1: 7050 UNION PARK AVENUE, #600 CITY: SALT LAKE CITY STATE: UT ZIP: 84047 BUSINESS PHONE: 801-562-2252 MAIL ADDRESS: STREET 1: 7050 UNION PARK AVENUE #600 CITY: SALT LAKE CITY STATE: UT ZIP: 84047 FORMER COMPANY: FORMER CONFORMED NAME: LASER CORP DATE OF NAME CHANGE: 19920703 8-K 1 broadcast8k.txt ============================================================================== UNITED STATES 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 (date of earliest event reported): September 6, 2005 _______________ BROADCAST INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) ________________ UTAH 0-13316 87-0395567 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 7050 UNION PARK AVENUE, SUITE 600 SALT LAKE CITY, UTAH 84047 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (801) 562-2252 Former name or former address, if changed since last report: Not Applicable 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: [ ] 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)) ============================================================================== BROADCAST INTERNATIONAL, INC. FORM 8-K ITEM 5.02(d) APPOINTMENT OF DIRECTORS - ------------------------------------- On September 6, 2005, our Board of Directors met and unanimously voted to appoint Mr. Ronald W. White and Mr. James E. Solomon to the Board of Directors. Mr. White will also serve as the Chairman of the Board and Mr. Solomon will also serve as the Chairman of the Audit Committee. The new members of the Board of Directors do not have any understandings or relationships with third parties pursuant to which they were appointed to the Board nor have they have had any prior relationship or transactions with us. Mr. Ronald W. White has been, since 2002, a consultant and private investor. Mr. White is a veteran of the telecommunications industry having been a director of NMS Communications Corporation (NASDAQ:NMSS) since 1988, and of AirNet Communications Corporation NASDAQ:ANCC) since 2004. From 1997 until 2002, he was a partner at Argo Global Capital, a venture capital fund focused on wireless technology. From 1983 until 2002, Mr. White was a founder and general partner of the Advanced Technology Development Funds, a venture capital firm investing in information technology companies. While managing ATDF he invested in six wireless companies that went public, including Nextel Communications, Inc. (NASDAQ:NXTL). He holds a Bachelor of Engineering Science degree in electrical engineering from Brigham Young University and a Master in Business Administration degree from the Harvard Business School. Mr. Solomon, 55, has been, since 1995, a self employed business consultant primarily for emerging growth companies. Since January 2002, he has provided his consulting services through his privately held company, Corporate Development Services, Inc. From June, 1993, to the present he has been an adjunct professor at the Graduate School of Business at the University of Utah. Mr. Solomon serves on the Board of Directors of Nevada Chemicals, Inc., a publicly-held chemical manufacturer, as well as several privately held companies. We have issued a press release regarding the appointment of these gentlemen to our Board of Directors. A copy of the press release is attached as Exhibit 99 to this Current Report on Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibit 99 - Press Release dated September 9, 2005. 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. Date: September 9, 2005 BROADCAST INTERNATIONAL, INC. a Utah corporation By: /s/ Rod Tiede --------------------------------- Name: Rod Tiede Title: President and Chief Executive Officer 2 EX-99.1 2 broadcastex99.txt PRESS RELEASE, DATED SEPTEMBER 9, 2005 Contact: Chelsea Swett - ------------- Snapp Norris Group (801) 208-1100 chelsea.swett@sng.com Rob Chipman - ----------- Broadcast International (801) 567-3287 rob.chipman@brin.com FOR IMMEDIATE RELEASE - --------------------- BROADCAST INTERNATIONAL APPOINTS RONALD W. WHITE CHAIRMAN OF THE BOARD AND JAMES E. SOLOMON CHAIRMAN OF THE AUDIT COMMITTEE SALT LAKE CITY, UT, Sept. XX, 2005- Broadcast International (OTC BB:BCST) today announced the appointment of two new outside directors who will assume chairmanships within the company. Ronald W. White has been selected as the new Chairman of the Board and James E. Solomon as the Chairman of the Audit Committee. "We feel fortunate to have two men with such impressive credentials and expertise join the company," said Rod Tiede, CEO of Broadcast International. "They bring a wealth of knowledge and experience to these positions and I feel confident that Broadcast International will benefit from having them on board." Ronald W. White is a veteran of the telecommunications industry, having been a director of NMS Communications (NASDAQ: NMSS) since 1988 and AirNet Communications Corporation (NASDAQ: ANCC) since 2004. From 1983 until 2002, White was also a founder and general partner of the Advanced Technology Development Funds (ATDF), a venture capital firm investing in information technology companies. During his time at ATDF, White invested in six wireless companies that went public, including Nextel Communications, Inc. (NASDAQ: NXTL). From 1997 until 2002, he was a partner at Argo Global Capital, a venture capital fund focused on wireless technology. White holds a bachelor's of engineering science degree in electrical engineering from Brigham Young University and a master's in business administration degree from the Harvard Business School. James E. Solomon is founder and CEO of Corporate Development Services, Inc. Over the course of his career, Solomon has also been a successful entrepreneur involved in several multimillion-dollar businesses. He currently serves on the Board of Directors of two privately held and two publicly held corporations, as well as the UCRA Investment Fund. He is an adjunct professor at the Graduate School of Business of the University of Utah and a contributing author to a prominent accounting textbook. He has also been published in multiple national magazines. Formerly, Solomon held several management positions at Exxon Corporation and served as vice president of Farm Management Company from 1980 to 1983. He graduated Magna Cum Laude from the University of Utah. About Broadcast International - ------------------------------ Broadcast International is a leading provider of video-powered business solutions, including IP and digital satellite, Internet streaming, and other types of wired/wireless network distribution. In addition, BI assists clients with video production, rich media development and a full range of network support services. CodecSys is a patent-pending technology that enables BI clients to enhance video quality at current bandwidths or reduce the cost of bandwidth while maintaining quality. Learn more about Broadcast International and CodecSys on the Web at www.brin.com and www.codecsys.com. -----END PRIVACY-ENHANCED MESSAGE-----