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BCST > SEC Filings for BCST > Form 8-K on 6-Nov-2013All Recent SEC Filings




Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement

On November 4, 2013, the Agreement and Plan of Merger and Reorganization dated January 6, 2013 (as amended, the "Merger Agreement) among Broadcast International, Inc. ("Broadcast"), Alta Acquisition Corporation and AllDigital Holdings, Inc. ("AllDigital") was terminated.

Section 8.1(b) of the Merger Agreement provides that either Broadcast or AllDigital may terminate the Agreement if the Merger is not consummated by October 31, 2013, provided that such failure is not attributable to the terminating party's failure to perform its obligations under the Merger Agreement. On November 4, 2013, Broadcast notified AllDigital that it terminated the Merger Agreement pursuant to Section 8.1(b), effective immediately.

Following delivery of Broadcast's notice of termination, AllDigital responded by asserting that the Merger did not close because Broadcast failed to perform its obligations and that Broadcast was not entitled to terminate under Section
8.1(b). AllDigital further notified Broadcast that it was terminating the Merger Agreement for cause based on Broadcast's alleged breach of the non-solicitation covenants in the Merger Agreement, which AllDigital asserts triggers a termination fee of $100,000 and 4% of the equity of Broadcast on a non-diluted basis, and for various other alleged misrepresentations and breaches. Broadcast disputes AllDigital's allegations and assertions, denies that AllDigital is entitled to any termination fee and reserves the right to pursue damages from AllDigital arising from AllDigital's actions in relation to the Merger Agreement.

In connection with the termination of the Merger Agreement, Broadcast filed requests to withdraw its Registration Statements on Form S-4 (File Nos. 333-189869 and 333-190898) with the Securities and Exchange Commission on November 6, 2013.

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