UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[ X ] | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended December 31, 2006. |
[ ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from __________ to __________. |
Commission File Number: 0-13316
BROADCAST INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Utah |
| 87-0395567 |
(State or other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer |
7050 Union Park Avenue Suite 600, Salt Lake City, UT 84047
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (801) 562-2252
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
None.
Securities Registered Pursuant to Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.05
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Exchange Act. Yes [ ] No [ X ]
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by a check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer ___ | Accelerated filer ___ | Non-accelerated filerX |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity, as of June 30, 2006, the last business day of the Registrant’s most recently completed second fiscal quarter, was $24,165,390.
As of March 15, 2007, the Registrant had outstanding 27,345,274 shares of its common stock.
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the Securities and Exchange Commission on April 3, 2007, for the purpose of amending and restating Item 12 thereof solely to include Mr. Leon Frenkel, a beneficial owner of more than 5% of our common stock, whom we inadvertently omitted in the originally filed Form 10-K, in the beneficial ownership table contained therein. In addition, we are including as exhibits to this Amendment No. 1 on Form 10-K/A the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this amendment, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Except as set forth herein, no other changes are made to our Annual Report on Form 10-K for the fiscal year ended De cember 31, 2006.
No attempt has been made in this Amendment No. 1 on Form 10-K/A to modify or update the other disclosures presented in the originally filed Form 10-K, which continues to speak as of the date of its original filing. Except as presented herein, this Amendment No. 1 on Form 10-K/A does not reflect any events occurring after the filing of the originally filed Form 10-K or modify or update the disclosures included therein. Accordingly, this Amendment No. 1 on Form 10-K/A should be read in conjunction with the originally filed Form 10-K and our other filings with the SEC.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth the beneficial ownership of our common stock at March 15, 2007 by each director, executive officer, and each person known by us to own beneficially more than 5% of our common stock.
Beneficial Owner | Beneficial Ownership | Percent |
Leon Frenkel (1) 401 City Avenue, Suite 802 Bala Cynwyd, PA 19004 | 6,166,667 | 17.1% |
Rodney M. Tiede (2)(3) | 3,394,982 | 12.4% |
Renae Hambly (2)(4) | 1,632,292 | 5.9% |
Kenneth Moore (2)(5) | 1,547,090 | 5.6% |
Randy L. Turner (2)(6) | 1,551,341 | 5.6% |
Yang Lan Studio Ltd 387, Yongjia Road | 1,500,000 | 5.5% |
Reed L. Benson(7) | 895,947 | 3.3% |
Kirby D. Cochran(8) | 300,000 | * |
James E. Solomon (8) | 200,000 | * |
William H. Davidson (9) | 125,000 | * |
All directors and executive officers | 4,915,929 | 17.7% |
* Represents less than 1% of our common stock outstanding.
(1)
Includes warrants to purchase 5,500,000 shares of common stock and an unsecured convertible note that is convertible into 666,667 shares of common stock.
(2)
The address for each named individual is our company’s address at 7050 Union Park Avenue, Suite 600, Salt Lake City, Utah 84047, and all named individuals are employees of ours.
(3)
Includes 328,440 shares held by Mr. Tiede as custodian under the Uniform Gift to Minors Act for the benefit of his children. Also includes presently exercisable options to acquire 33,333 shares of common stock.
(4)
Includes presently exercisable options to acquire a total of 513,258 shares of common stock held by Ms. Hambly and her spouse.
(5)
Includes presently exercisable options to acquire 508,056 shares of common stock.
(6)
Includes 57,477 shares held by Mr. Turner as custodian under the Uniform Gift to Minors Act for the benefit of his child. Also includes presently exercisable options to acquire 541,389 shares of common stock.
(7)
Includes 820,948 shares held by a limited liability company of which Mr. Benson and his spouse own a 40% equity interest. Mr. Benson is the manager of the limited liability company and, as such, has voting and investment power with respect to all such shares. Mr. Benson disclaims beneficial ownership of all such shares except to the extent of his equity interest therein. Also includes presently exercisable options to acquire 74,999 shares of common stock.
(8)
Includes presently exercisable options to acquire 100,000 shares of common stock.
(9)
Includes presently exercisable options to acquire 125,000 shares of common stock.
(10)
Includes presently exercisable options to acquire a total of 433,332 shares of common stock held by all directors and executive officers.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth, as of December 31, 2006, information regarding our compensation plans under which shares of our common stock are authorized for issuance.
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding outstanding securities) | |||
Equity compensation plans approved by security holders |
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Equity compensation plans not approved by security holders (1) |
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Total | 3,692,091 |
| $1.87 |
| 2,078,449 |
|
(1)
Our long-term incentive plan provides for the grant of stock options, stock appreciation rights and restricted stock to our employees, directors and consultants. The plan covers a total of 6,000,000 shares of our common stock. As of December 31, 2006, options to purchase 229,460 shares of common stock had been exercised. All awards must be granted at fair market value on the date
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of grant. The plan is administered by our board of directors. Awards may be vested on such schedules determined by the board of directors. Other than the long-term incentive plan, we do not maintain any other equity compensation plan.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Broadcast International, Inc. |
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Date: May 8, 2007 | /s/ Rodney M. Tiede |
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| By: Rodney M. Tiede |
| Its: President and Chief Executive Officer |
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