8-K

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):  October 29, 2010

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 simi lar words or phrases.  Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them.  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 July 30, 2010, Broadcast International, Inc. (the “Company”) amended its 6.25% senior secured convertible promissory note (“Note”) and related warrants as explained in the Form 8-k filed July 30, 2010. The amendment provided in part that the Company complete a capital raise by September 30, 2010.  The du e date for having the additional capital raised was further extended by amendment dated September 27, 2010 to October 31, 2010, and by a further amendment dated October 29, 2010. The following summary of the October 29^th Amendment is not necessarily complete and is qualified in its entirety by reference to the complete text of the agreement , which is included as an exhibit to this Current Report on Form 8-K.

The Company entered into an extension and amendment agreement dated as of October 29, 2010 with the holder of its 6.25% senior secured convertible promissory note, which provided; (i) the definition of a “Qualified Financing Transaction” was amended to mean a capital raise of $8,000,000, approximately $2.5 million of which has been raised; (ii) in the event of the completion of the required capital raise, the conversion price of the  Note shall be reduc ed to an amount equal to 150% of the lowest price at which Company common stock is sold during calendar year 2010; (iii) paragraph 9 of the 6.25% senior secured convertible promissory note entitled “Company Redemption Right” was deleted in its entirety; (iv) in the event of the completion of the required capital raise, the exercise price of the Warrants shall be reduced to an amount equal to 150% of the lowest price at which Company common stock is sold during calendar year 2010; (v) in the event of the completion of the required capital raise the number of warrants will be increased as provided in the 6.25% senior secured convertible promissory note; and (vi) the Expiration Date of the warrants was amended to December 30, 2013.  The amendment is conditioned upon the Company raising at least $8,000,000 of gross proceeds from the sale of its equity securities by December 3, 2010, approximately $2,500,000 of which has been currently received or committed by investors.  If the additional fun ding is not completed by December 3, 2010, certain provisions of the prior amendments will be void in that the Maturity Date will revert back to December 21, 2010, the conversion price becomes the lowest price at

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which equity securities have been sold, the exercise price becomes the lowest price at which equity securities have been sold, and the number of warrants then outstanding will be determined by the original purchase documents and the Company will not have an obligation to maintain a balance of cash and marketable securities equal to $950,000 .

Item 9.01.  Financial Statements and Exhibits

(c)

Exhibits:

10.1-

Fourth Amendment and Extension Agreement dated October 29, 2010.

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 1, 2010.

BROADCAST INTERNATIONAL, INC.

a Utah corporation

By:   /s/ Rodney M. Tiede                           

Name:

Rodney M. Tiede

Title:

President and Chief Executive Officer

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EX-10.1

FOURTH AMENDMENT AND EXTENSION AGREEMENT

This Fourth Amendment and Extension Agreement (the “Agreement”) is entered into as of October 29, 2010 by and between Broadcast International, Inc., a Utah corporation (the “Company”), and Castlerigg Master Investments Ltd. (the “Holder”).

A.

The Company and the Holder are parties to, among other agreements, a Senior Secured Convertible Note dated December 21 , 2007 as amended, executed by the Company in favor of the Holder, a copy of which is attached hereto and by this reference incorporated herein (the “Note”), a Warrant to Purchase Common stock dated December 21, 2007 (the “Warrant”), as amended and a Registration Rights Agreement dated December 21, 2007 (the “Registration Rights Agreement”).

B.

The Note and the Warrant contain provisions that adjust the conversion price of the Note and the exercise price of the Warrant in the event capital is raised by the Company at prices less than the current Conversion Price and Exercise Price.

C.

The Company is in the process of raising additional capital and, in connection therewith, has requested that the Holder modify the adjustment of Conversion Price and Exercise Price provisions of the Note and Warrant, respectively.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1.          Amendments to the Note.  

(a)

Section (1) of the Note is hereby amended in part to change the definition of Qualified Financing Transaction as follows:

“ For purposes of this Note, the term "Qualified Financing Transaction" shall mean one or more or a series of financing transactions in which the Company raises gross proceeds not less than $8,000,000 (Eight Million Dollars) pursuant to the issuance of equity securities provided that such securities are junior in all rights to this Note and are otherwise issued on terms satisfactory to the Holder in its sole discretion.”  

 (b)

Adjustment of Conversion Price.  Paragraph 7(e) of the Note shall be amended in its entirety to read as follows:

Adjustment of Conversion Price.  In the event a Qualified Financing Transac tion is consummated on or before December 3, 2010, the provisions of paragraphs 7(a)-7(d) of the Note shall not apply to the sales of Common Stock sold in the Qualified Financing Transaction, and the Conversion Price of the Note shall be reduced to an amount equal to 150% of the lowest sales price of Common Stock sold during 2010; provided, however, this paragraph 7(e) shall not be effective unless the Company has consummated a Qualified Financing Transaction on or before December 3, 2010.  In the event the Company issues Common Stock before December 3, 2010, but has not raised sufficient funds to qualify as a Qualified Financing Transaction, the Conversion Price shall be determined in accordance with Paragraph 7(a) for the sale of such shares of Common Stock.

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(c)

Paragraph 9 of the Note entitled COMPANY REDEMPTION RIGHT is hereby deleted and of no further force nor effect.

2.

Amendments to Warrant .  

(a)

Paragraph 2(e) of the Warrant shall be amended in its entirety to read as follows:

Adjustment of Exercise Price. In the event a Qualified Financing Transaction is consummated on or before December 3, 2010, the provisions of paragraphs 2(a)-2(d) of the Warrant shall not apply to the sales of Common Stock sold in the Qualified Financing Transaction, but the Exercise Price of the Note shall be reduced to the amount that is 150% of the lowest price that Common Stock has been sold during 2010 and the number of Warrant Shares issuable upon exercise shall be increased to the amount calculated using the provisions of Paragraph 7(a) of the Note for that adjusted Exercise Price; provided, however, this paragraph 2(e) shall not be effective unless the Company has consummated a Qualified Financing Transaction on or before December 3, 2010.  In the event the Company issues Common Stock before December 3, 2010, but has not raised sufficient funds to qualify as a Qualified Financing Transaction, the Exercise Price and the number of Warrant Shares shall be determined in accordance with Paragraph 7(a) for the sale of such shares of Common Stock.

(b)

Paragraph 16(i) of the Warrant shall be amended in its entirety to read as follows:

Expiration Date shall mean the later of December 30, 2013 and the latest expiration date of the warrants issued in the Qualified Financing Transaction (if any) or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next day that is not a Holiday.    

3.

Ratification.  The parties hereto acknowledge and agree that the Note and the Warrant, as amended and modified by this Agreement, is hereby ratified and reaffirmed in all respects as of the date hereof, whereby the Note and the Warrant shall continue in full force and effect in accordance with their  terms.  All capitalized terms not defined herein shall have the meanings given to such terms in the Note and the Warrant.

4.

Miscellaneous.

(a)

Successors and Assigns.  This Agreement shal l be binding upon and shall inure to the benefit of the Company and the Holder and their respective successors and assigns; provided, however, that the foregoing shall not authorize any assignment by the Company of its rights or duties hereunder.

(b)

Integration.  This Agreement and any documents executed in connection herewith or pursuant hereto contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this Agreement.

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(c)

 Course of Dealing; Waivers.  No course of dealing on the part of the Holder or its partners or affiliates, nor any failure or delay in the exercise of any right by the Holder, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right.  The Holder’s failure at any time to require strict performance by the Company of any provision shall not affect any right of the Holder thereafter to demand strict compliance and performance.  Any suspension or waiver of a ri ght must be in writing signed by the Holder.

(d)

Notices.  All notices or demands by any party relating to this Agreement shall be provided as set forth in the Note.

(e)

Time is of the Essence.  Time is of the essence as to each and every term and provision of this Agreement.

(f)

Counterparts. &nbs p;This Agreement may be signed in counterparts and all of such counterparts when properly executed by the appropriate parties thereto together shall serve as a fully executed document, binding upon the parties.

(g)

Legal Effect.  If any provision of this Agreement conflicts with applicable law, such provision shall be deemed severed from this Agreement, and the balance of this Agreement shall remain in full force and effect.

(h)

Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of New York without regard to principles of conflicts of laws that would cause the application of the laws of any jurisdictions other than the State of New York.   

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the first date above written.

THE COMPANY:

BROADCAST INTERNATIONAL, INC.

By_/Rodney M. Tiede/

Name:  Rodney M. Tiede

Title:    President & CEO

THE HOLDER:

CASTLERIGG MASTER INVESTMENTS LTD.

By Sandell Asset Management Corp. its investment manager

By:__/Serge Adam/________________________________

Name:_Serge Adam_________________________

Title:  _Senior Managing Director_______________

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