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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 12, 2005
BROADCAST INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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UTAH 0-13316 87-0395567
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) 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
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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))
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BROADCAST INTERNATIONAL, INC.
FORM 8-K
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement.
On October 12, 2005, Broadcast International, Inc. (the "Registrant")
entered into an agreement with First Securities ASA, Norwegian company,
("First") to provide investment banking services regarding listing of the
Registrant's shares on the Oslo Stock Exchange and a potential issuance of
Registrant's shares for trading on that exchange. The agreement provides
among other things that First will use its best efforts to sell new shares
worth between $10 and $25 million only to residents of countries other than
the United States. The agreement is a best efforts agreement and is subject
to normal and customary due diligence and is subject to the Registrant being
accepted by the Oslo Stock Exchange. Except for agreements currently in force
with other parties, First will have the exclusive right to provide equity
capital and perform certain other investment banking functions with regard to
mergers and acquisitions during the term of the agreement and for a six month
period following termination of the agreement. The agreement requires a
non-refundable payment of $200,000 to be paid to First.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 8-k contains 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 statements are qualified in their
entirety by reference to the factors discussed throughout the agreement with
First and this Form 8-k. Among the key factors that could cause actual
results to differ materially from the forward-looking statements are the
following: (1) the inability of First to sell shares in countries outside of
the United States; (2) a change in the investment environment in Europe and in
particular, Norway; (3) Failure of the Registrant to satisfy the due diligence
inquiries of First; and (4) Failure of the Registrant to qualify for listing
of its securities on the Oslo Stock Exchange.
A copy of the agreement with First is attached as Exhibit 99 to this
Current Report on Form 8-K.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 - Agreement with First Securities ASA
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: October 14, 2005.
BROADCAST INTERNATIONAL, INC.
a Utah corporation
By: /s/ Rodney M. Tiede
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Name: Rodney M. Tiede
Title: President and Chief Executive
Officer
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