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):  April 7, 2013

BROADCAST INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

UTAH	0-13316	87-0395567
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

(1) Broadcast International, Inc., a Utah corporation (“Broadcast”), previously announced its entry into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with AllDigital Holdings, Inc., a Nevada corporation (“AllDigital”), and Alta Acquisition Corporation, a Nevada corporation and wholly-owned subsidiary of Broadcast (“Merger Sub”) pursuant to which Merger Sub will be merged with and into AllDigital, and AllDigital will survive as a wholly-owned subsidiary of Broadcast (the ”Merger”).  The completion of the Merger is subject to the satisfaction of various conditions set forth in the Merger Agreement, including that the representations and warranties made therein by the parties be accurate as of the date of the Merger Agreement and as of the closing date of the Merger.

On February 6, 2013, after having conducted further due diligence, AllDigital notified Broadcast that it believes certain of the intellection property representations and warranties made by Broadcast in the Merger Agreement were inaccurate when made (the “Initial Notice”).  AllDigital also outlined its requirements for curing such matters and notified Broadcast that AllDigital may terminate the Merger Agreement in accordance with its terms if Broadcast failed to cure within thirty (30) days of the Initial Notice, or if it earlier became apparent that such matters could not be cured.

Broadcast and AllDigital have been working together on the issues identified in the Initial Notice.  In light of progress made, on March 6, 2013, AllDigital provided written notice to Broadcast that it was extending the cure period identified in the Initial Notice to April 7, 2013, and on April 7, 2013, AllDigital gave another written notice that it was further extending the cure period to May 7, 2013.

(2) On April 10, 2013, Broadcast and AllDigital entered into a First Amendment to Agreement and Plan of Merger, which made two modifications to the Merger Agreement.

(a) A new paragraph 8.1(l) was added to the agreement, which gives both parties the power to terminate the Merger Agreement, without cause, upon three (3) days advance written notice and have no further liability to the other party; and,

(b) Section  4.4 of the Merger Agreement relative to No-Shop provisions and Sections 5.1,5.2, 5.3 and 5.4 related to obligations of the parties to move forward with certain aspects of the Merger, such as filing of a registration statement, holding of shareholder meetings, and reducing Broadcast’s outstanding warrants are all suspended pending the mutual decision of Broadcast and AllDigital to move forward and file the Joint Proxy Statement

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a)           First Amendment to Agreement and Plan of Merger dated April 10, 2013.

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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:  April 10, 2013.

BROADCAST INTERNATIONAL, INC. a Utah corporation
By:	/s/ James E. Solomon
Name:	James E. Solomon
Title:	CFO

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EX-2.2

Exhibit 2.2

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of April 10, 2013, by and among Broadcast International, Inc., a Utah corporation  (“Parent”), Alta Acquisition Corporation, a Nevada corporation (“Merger Sub”) and AllDigital Holdings, Inc., a Nevada corporation (the “Company”) with respect to the Agreement and Plan of Merger dated January 6, 2013 among Parent, Merger Sub and the Company (the “Merger Agreement”).

W I T N E S S E T H:

WHEREAS, subsequent to signing the Merger Agreement, certain questions and issues have arisen that have required time to resolve; and

WHEREAS, the parties to the Merger Agreement desire to continue to work together in order to resolve all concerns, but desire to amend certain provisions of the Merger Agreement as set forth herein in order to provide the parties with some flexibility during the period of such cooperation.

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration set forth herein and in the Merger Agreement, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them under the Merger Agreement.

2. Amendments to Merger Agreement.

a. Amendment to Termination Provisions.  Section 8.1 to the Merger Agreement is amended by adding the following subsection (l):

(l)  by either Parent or the Company, without cause, upon three (3) days advance written notice to the other parties to this Agreement.  Subsection (iii) of Section 8.2 shall not apply to a termination under this Section 8.2(l) and, notwithstanding such subsection, if this Agreement is terminated under Section 8.2(l), no party shall have any liability to the other party upon termination of this Agreement.

b. Suspension of No-Shop and Related Provisions.  From the date first set forth above until such date as the Company and Parent shall have both approved, and Parent has filed with the SEC, the Joint Proxy Statement/Prospectus (such date, the “Move Forward Date”), the application and effectiveness of provisions of Sections 4.4, 4.5, 5.1, 5.2, 5.3 and 5.4 of the Merger Agreement shall be suspended.   From and after the occurrence of the Move Forward Date, the suspension effected by this Section 2(b) of this Amendment shall expire, and Sections 4.4, 4.5, 5.1, 5.2, 5.3 and 5.4 of the Merger Agreement shall once again represent binding obligations under the Merger Agreement.

3. No Other Changes. Except as amended by this Amendment, the Merger Agreement remains in full force and effect and is hereby ratified and confirmed by Parent, Merger Sub and the Company.

4. Misc. Terms.  This Amendment shall be governed by the general terms and provisions set forth in Section 9 of the Merger Agreement.

[intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER to be duly executed by their respective authorized officers as of the day and year first above written.

BROADCAST INTERNATIONAL, INC.
By:	/s/  Rodney M. Tiede
Name:	Rodney M. Tiede
Title:	President

ALTA ACQUISITIONS CORPORATION
By:	/s/  Rodney M. Tiede
Name:	Rodney M. Tiede
Title:	President

ALLDIGITAL HOLDINGS, INC.
By:	/s/  John Walpuck
Name:	John Walpuck
Title:	COO/CFO

[Signature Page to First Amendment to Agreement and Plan of Merger]