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):  November 15, 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 similar 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 s tatements 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 November 15, 2010, Broadcast International, Inc. (the “Company”) entered into a Fifth Amendment and Extension Agreement dated as of November 15, 2010 (the “Fifth Amendment”) with the holder of its 6.25% senior secured convertible note (the “Secured Note”).  The following summary of the Fifth Amendment is not necessarily complete and is qualified in its entirety by reference to the complete text of the amendment, which is included as an exhibit to this Current Report on Form 8-K.

The Fifth Amendment provides that the date by which the Company must consummate a Qualified Financing Transaction (as defined in prior amendments to the Secured Note) has been extended from December 3, 2010 to December 31, 2010.  If a Qualified Financing Transaction occurs by December 31, 2010, the maturity date of the Secured Note will be June 21, 2012 (as set forth in prior amendments).  If a Qualified Financing Transaction does not occur by December 31, 2010, the maturity date of the Secured Note will be December 31, 2010.  The Fifth Amendment was entered into without any further cash or securities being paid to the holder of the Secured Note.  

In connection with the Fifth Amendment, the Company entered into an amendment dated November 15, 2010 with the holder of its $1,000,000 unsecured convertible note due December 22, 2010, pursuant to which the maturity date of such note was extended to January 1, 2011.  The foregoing summary of such amendment is not necessarily complete and is qualified in its entirety by reference to the complete text of the amendment, which is also included as an exhibit to this Current Report on Form 8-K.

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Item 9.01.  Financial Statements and Exhibits

(c)

Exhibits:

10.1-

Fifth Amendment and Extension Agreement dated November 15, 2010 to Senior Secured Convertible Note.

10.2 -  Second Amendment dated November 15, 2010 to Convertible Note.

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 15, 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

FIFTH AMENDMENT AND EXTENSION AGREEMENT

This Fifth Amendment and Extension Agreement (the “Agreement”) is entered into as of November 15, 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 Company is in the process of raising additional capital and, in connection therewith, has requested that the Holder extend the maturity of the Note.

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

1. &n bsp;        Amendment to the Note.  

Section (1) of the Note is hereby deleted and replaced in its entirety as follows:

(1) PAYMENTS OF PRINCIPAL.  On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges, if any, on such Principal and Interest.  The “Maturity Date” shall be June 21, 2012; provided, however, if the Company has not consummated a Qualified Financing Transaction (as defined below) on or before December 31, 2010, then the Maturity Date shall automatically become December 31, 2010 without further notice or action by the Holder; and, provided further the Maturity Date may be extended at the option of the Hold er (i) in the event that, and for so long as, an Event of Default (as defined in Section 4(a)) shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event that shall have occurred and be continuing that with the passage of time and the failure to cure would result in an Event of Default and (ii) through the date that is ten (10) Business Days after the consummation of a Change of Control in the event that a Change of Control is publicly announced or a Change of Control Notice (as defined in Section 5(b)) is delivered prior to the Maturity Date.  Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding Principal, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and Interest, if any.  Notwithstanding any provision of this Section 1 to the contrary, the Holder may, at its option and in its sole discretion, deliver a written notice to the Company at least two (2) da ys prior to the Maturity Date electing to have the payment of all or any portion of the Principal and Interest payable on the Maturity Date deferred (such amount deferred, the “Deferral Amount”) up to a date that is two (2) years after the Maturity Date, which date shall thereafter be the “Maturity Date” for all purposes hereunder.  Any notice delivered by the Holder pursuant to this Section 1 shall set forth (i) the Deferral Amount and (ii) the date that such Deferral Amount shall now be payable.  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.  

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2.  Extension of Junior Indebtedness.  The parties hereto acknowledge and agree that this Fifth Amendment and Extension Agreement will only remain binding on the Company and Holder if  Leon Frenkel, holder of a $1,000,000 convertible note, due December 22, 2010, and Company, enter into a binding agreement to extend the maturity of such note to no earlier than January 1, 2011.

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

4. Miscellaneous.

(a)

Successors and Assigns.  This Agreement shall 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.

 (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 right 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.  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)

Govern ing 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

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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:   /s/ 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:     /s/ Serge Adam                                                            

Name:  Serge Adam

Title:    Senior Managing Director

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EX-10.2

SECOND AMENDMENT

TO

5% CONVERTIBLE NOTE DUE 2009

OF

BROADCAST INTERNATIONAL, INC.

Original Principal Amount :  $1,000,000

Original Issuance Date:  October 16, 2006

Whereas, Leon Frenkel (“Holder”) and Broadcast International, Inc. (“Company”) entered into that certain 5% Convertible Note Due 2009 (“Note”) on or about October 16, 2006, as amended as of December 22, 2009, and desire to amend further the Note to extend the Final Maturity Date.

Now therefore, the Note is hereby amended as follows:

Paragraph 1(b) is hereby amended to provide that the “Final Maturity Date” shall be defined as January 1, 2011.

All other terms and conditions of the Note, as previously amended, shall continue in full force and effect subject only to the terms of this Amendment.

IN WITNESS WHEREOF, the Parties have amended the Note effective as of the 15th day of November, 2010.

BROADCAST INTERNATIONAL, INC.


By   /s/ James E. Solomon                      James E. Solomon      CFO LEON FRENKEL


By    /s/ Leon Frenkel