Converted by EDGARwiz

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): November 6, 2007

BROADCAST INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Utah

0-13316

87-0395567

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation or organization)

File No.)

Identification No.)

7050 Union Park Avenue, Suite 600, Salt Lake City, UT 84047

(Address of principal executive offices, including zip code)

(801) 562-2252

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "management believes," "we believe," "we intend" and similar words or phrases. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in the m. Any forward-looking statements are qualified in their entirety by reference to the risk factors contained in our annual and quarterly reports filed with the Securities and Exchange Commission.

Item 1.01. Entry into a Material Definitive Agreement.

On October 31, 2007, we entered into an Exchange Agreement with one of our warrant holders, which became effective November 5, 2007 when all conditions to the Exchange Agreement were satisfied. The Exchange Agreement provides among other things that the holder of warrants to acquire up to 2,000,000 shares of our common stock at $2.10 per share and warrants to acquire up to 2,000,000 shares of our common stock at $3.00 per share (collectively the “Warrants”)agrees to allow us to cancel the Warrants in exchange for the issuance of 650,000 shares of our common stock.

The following summarizes the principal terms of the Exchange Agreement:

Pursuant to the Exchange Agreement, we will cancel warrants which grant the holder the right to purchase up to 2,000,000 shares of common stock at an exercise price of $2.10 per share, and warrants, which grant the holder the right to purchase up to 2,000,000 shares of common stock at an exercise price of $3.00 per share.

We will issue to the holder 650,000 shares of common stock. The shares issued shall be subject to piggy back registration rights.

In addition, in September 2006, we entered into a Technology License Agreement with a licensor of certain e-publishing software and issued shares of our common stock in exchange for the right to use the e-publishing software. The shares of common stock that were issued were subject to a contractual restriction that allowed only five per cent of our average daily trading volume to be sold each month. Currently there are 1,500,000 of our common stock subject to the trading restriction. We agreed as additional consideration for the cancellation of the Warrants to remove the contractual trading restrictions described herein.

Finally, as a condition to the Exchange Agreement, the holder of the Warrants was required to secure a settlement and release agreement between us and a third party who had claimed that we owed the third party additional consideration pursuant to a consulting agreement. The claim was disputed by us, but securing this settlement settled the dispute.

Item 3.02. Sales of Unregistered Securities.

Pursuant to the above-described transaction, we issued to the warrant holder 650,000 shares of our common stock. The warrant holder is an accredited investor and was fully informed regarding his investment. In the transaction, we relied on the exemption from registration under Section 4(2) and Section 4(6) of the Securities Act.

We issued since the last report on Form 8-K, 780,632 shares of our common stock and accompanying warrants to purchase 780,632 shares of our common stock to twenty individuals and entities in consideration of a total of $1,170,977 in cash received by the Company. The warrants are exercisable at $2.00 per share for a period of three years from the date of issuance. The sales were made by licensed securities salesmen or officers of the Company and commissions of approximately $85,000 were paid to licensed securities salesmen. We will use the proceeds from the sale of the securities for general working capital purposes. All of the purchasers are accredited investors and we relied on the exemptions from registration under the Securities Act set forth in Section 4(2) and Section 4(6) thereof

On November 5, 2007, we received notification that one of our warrant holders was exercising his warrants to acquire 50,000 shares of our common stock and the shares of stock were issued. The Company will receive $75,000 in cash from the exercise of the warrants and paid no commissions nor underwriting discounts on the exercise of the warrants. We will use the proceeds from the exercise of the warrants for general working capital purposes. The warrant holder is an accredited investor and we relied on the exemptions from registration under the Securities Act set forth in Section 4(2) and Section 4(6) thereof. We will use the proceeds from the exercise of the warrants for general working capital purposes.

On November 5, 2007, we issued a total of 461,296 shares of our common stock to three institutional funds, which hold our 6% senior secured convertible notes, in consideration of the fund converting to common stock an aggregate of $691,944 of the principal amount of the notes held by the funds at a conversion price of $1.50 per share. There were no underwriting discounts or commissions paid. The institutional funds, which converted a portion of their notes to common stock, are accredited investors and were fully informed regarding their investment. In the transaction, we relied on the exemptions from registration under the Securities Act set forth in Section 4(2) and Section 4(6) thereof.

Item 9.01. Financial Statements and Exhibits

(c)

Exhibits:

10.1-

Exchange Agreement dated October 31, 2007 between the Registrant and Leon Frenkel.

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: November 6, 2007.

BROADCAST INTERNATIONAL, INC.

a Utah corporation

By: /s/ Rodney M. Tiede

Name:

Rodney M. Tiede

Title:

President and Chief Executive Officer

TERMINATION AND RELEASE

This Exchange Agreement is made and entered into this ___ day of October, 2007, by and between Broadcast International, Inc., a Utah Corporation (“Broadcast”), Leon Frenkel, an individual (“Frenkel”).

Whereas, Broadcast entered into a Stock Purchase Agreement dated October 28, 2006, with Frenkel (“Stock Purchase Agreement”), a copy of which is attached hereto and incorporated herein by reference; and,

Whereas, Broadcast, pursuant to the Stock Purchase Agreement, granted to Frenkel four common stock purchase warrants (“A” Warrants, “B” Warrants, “C” Warrants and “D” Warrants collectively referred to as the “Warrants”), copies of which are attached hereto and incorporated herein by reference; and,

Whereas, the parties desire now to exchange certain of the warrants and provide for consideration for the cancellation on the terms and conditions contained herein.

Now, therefore, in consideration of the above and the terms and conditions set forth hereafter, the parties agree as follows:

Warrant Cancellation. Subject to the provisions of Paragraph 2 below, the C and the D Warrants shall be cancelled and broadcast shall issue to Frenkel in exchange for such Warrants the sum of 650,000 shares (the “Shares”) of Broadcast common stock. If at any time after the date of this agreement, Broadcast shall determine to prepare and file with the SEC a Registration Statement to register any of its securities under the 1933 Securities Act, then Broadcast shall include all of the Shares in such registration.

Release of Restrictions. Frenkel has made provision to acquire certain shares of Broadcast common stock from third parties (Third Party Shares), which have contractual trading restrictions associated with such shares. In consideration of this agreement and the terms and conditions contained herein, Broadcast agrees that it will release the trading restrictions relative to such shares and Frenkel shall acquire such shares with no contractual restrictions. Broadcast will provide Frenkel with a written release of such contractual trading restrictions at the time of settlement of the purchase of the Third Party Shares. Such Third Party Shares shall, however, be subject to any standard trading restrictions as may be imposed by Rule 144 or other securities rules and regulations. Broadcast will provide an opinion from Broadcast’s company legal counsel acceptable to Frenkel, at Broadcast’s expense, necessary f or the resale of such shares pursuant to Rule 144 under the Securities Act of 1933. This Exchange Agreement is expressly conditioned upon the settlement and delivery to Frenkel of a stock certificate reissued in the name of Frenkel of the Third Party Shares. In the event that settlement and delivery of the Third Party Shares to Frenkel is not consummated and the contractual trading restrictions is not released according to the terms hereof, then this Exchange Agreement (including but not limited to the cancellation and exchange of the C and D Warrants as provided in paragraph 1) shall be terminated and shall be null and void.

Settlement with Toth. The release of the trading restrictions described in Paragraph 2 is expressly conditioned upon Broadcast and Douglas Toth and or Telperion Consulting entering into a settlement and release agreement providing for mutual releases of any and all claims by any party against the other and containing mutual non-disclosure provisions concerning all matters including this agreement.

Representations of Broadcast.

a. The Shares are duly authorized and, upon issuance will be validly issued, fully paid and non-assessable, free from all taxes, liens, claims, encumbrances and charges with respect to the issuance thereof, and will not be subject to preemptive rights or similar rights of stockholders of Broadcast.

b. Broadcast has the requisite corporate power and authority to enter into perform this Exchange Agreement and to issue the Shares in accordance with the agreements by Broadcast and the consummation by it of the transactions contemplated herein have been duly authorized by Broadcast’s Board of Directors and no further consent or authorization is required by Broadcast, its Board of Directors or its stockholders.

Non-Disclosure. Broadcast and Frenkel agree that this Exchange Agreement is confidential, and neither party will disclose its contents or the identity of either one of them.

Other.

a. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, fourteen (14) days after the date of deposit in the mail, as follows:

i. If to Frenkel:

Leon Frenkel

1600 Flat Rock Road

Penn Valley, PA 19072

ii. If to Broadcast:

Rodney M. Tiede

7050 Union Park Ave. #600

Salt Lake City, Utah 84047

Fax: 801-562-1773

Any party may change its address for notice hereunder by notice to the other parties hereto in writing.

b. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

c. Waivers and Amendments. This Agreement may be amended, modified, superceded canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

d. Governing Law. This Agreement shall be governed by and be construed in accordance with the internal laws of the State of Utah applicable to agreements made and to be performed entirely with such state.

e. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

f. Attorneys’ fees. In the event there is a default under this Agreement, the party in default shall pay all costs, expenses and attorneys’ fees incurred by the other party in enforcing its rights hereunder.

g. Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

h. Further Actions. Each party hereto will execute such further documents and instruments and take such further actions as may reasonably be requested by the other party to consummate or to otherwise effect the other purposes of this agreement. The foregoing notwithstanding, this Exchange Agreement shall be effective in all respects, upon execution hereof upon satisfaction of the conditions provided herein, and other actions shall be deemed required only to more completely document the intent of the parties.

i. Availability of Equitable Remedies. Since a breach of the provisions of this Agreement could not adequately be compensated by money damages, any party shall be entitled in addition to any other right or remedy available to it, to apply to a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement, and, in either case, no bond or other security shall be required in connection wherewith.

j. Authority of Signors. Each of the signors of this Agreement represents and warrants that he has the authority from each respective party to enter into this Agreement for and in behalf of the party for which and that such action has been duly authorized by the appropriate corporate action by the party.

In witness whereof, the parties have executed this Agreement effective as of the date first above written.

BROADCAST INTERNATIONAL, INC

A Utah Corporation

/s/ Rodney M. Tiede

By:

Rodney M. Tiede

Title:

President

/s/ Leon Frenkel

Leon Frenkel