0001104659-12-009809.txt : 20120214 0001104659-12-009809.hdr.sgml : 20120214 20120214170445 ACCESSION NUMBER: 0001104659-12-009809 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: AMIR L. ECKER GROUP MEMBERS: CAROL G. FRANKFIELD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROADCAST INTERNATIONAL INC CENTRAL INDEX KEY: 0000740726 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870395567 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37325 FILM NUMBER: 12612259 BUSINESS ADDRESS: STREET 1: 7050 UNION PARK AVENUE, #600 CITY: SALT LAKE CITY STATE: UT ZIP: 84047 BUSINESS PHONE: 801-562-2252 MAIL ADDRESS: STREET 1: 7050 UNION PARK AVENUE #600 CITY: SALT LAKE CITY STATE: UT ZIP: 84047 FORMER COMPANY: FORMER CONFORMED NAME: LASER CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACT Capital Management, LLLP CENTRAL INDEX KEY: 0001442273 IRS NUMBER: 141895400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2 RADNOR CORPORATE CENTER STREET 2: SUITE 111 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 866-277-1607 MAIL ADDRESS: STREET 1: 2 RADNOR CORPORATE CENTER STREET 2: SUITE 111 CITY: RADNOR STATE: PA ZIP: 19087 SC 13G/A 1 a12-4898_1sc13ga.htm SC 13G/A

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

BROADCAST INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

11131M100

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 11131M100

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

ACT Capital Management, LLLP      (I.R.S. Identification No.: 14-1895400)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
548,879

 

6.

Shared Voting Power
0 (1)

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
3,916,379 (1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,916,379 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)

5.1% (1)

 

 

12.

Type of Reporting Person (See Instructions)

PN

 

 


 

 

(1)

Amir L. Ecker and Carol G. Frankenfield are each a General Partner of ACT Capital Management, LLLP.   See Item 4 of this Schedule 13G.

 

2



 

CUSIP No. 11131M100

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

Amir L. Ecker

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,625,000

 

6.

Shared Voting Power
1,111,379 (2)

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
3,916,379 (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,916,379 (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)

5.1% (2)

 

 

12.

Type of Reporting Person (See Instructions)

IN

 

 


 

 

(2)

Amir L. Ecker is a General Partner of ACT Capital Management LLLP.  See Item 4 of this Schedule 13G.

 

3



 

CUSIP No. 11131M100

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

Carol G. Frankenfield

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
30,000

 

6.

Shared Voting Power
923,879 (3)

 

7.

Sole Dispositive Power
0 shares

 

8.

Shared Dispositive Power
3,916,379 (3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,916,379 (3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)

5.1% (3)

 

 

12.

Type of Reporting Person (See Instructions)

IN

 

 


 

 

(3)

Carol  G. Frankenfield is a General Partner of ACT Capital Management LLLP.  See Item 4 of this Schedule 13G.

 

4



 

 

Item 1.

 

(a)

Name of Issuer

Broadcast International, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices

7050 Union Park Avenue #600
Salt Lake City, UT 84047

 

Item 2.

 

(a)

Name of Person Filing

ACT Capital Management, LLLP
Amir L. Ecker
Carol G. Frankenfield

 

(b)

Address of Principal Business Office or, if none, Residence

2 Radnor Corporate Center, Suite 111

Radnor, PA 19087

 

(c)

Citizenship

ACT Capital Management, LLLP - Delaware USA
Amir L. Ecker and Carol G. Frankenfield are U.S. Citizens.

 

(d)

Title of Class of Securities

Common Stock

 

(e)

CUSIP Number

11131M100

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 

(k)

o

A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

5



 

 

Item 4.

Ownership

 

 

ACT Capital Management, LLLP is the beneficial owner of 2,578,879 shares of common stock of the Issuer and 1,337,500 warrants to purchase common stock, or approximately 5.1% of the total number of shares of common stock of the Issuer outstanding.  Amir L. Ecker and Carol G. Frankenfield are the General Partners of ACT Capital Management, LLLP.  Investment decisions made on behalf of ACT Capital Management, LLLP are made primarily by its General Partners.

 

(a)

Amount beneficially owned:   

(1)           806,937

(2)           806,937 (Mr. Ecker may be deemed a beneficial owner of the shares held by ACT Capital Management, LLLP solely because he is a General Partner of that partnership.)

(3)           806,937 (Ms. Frankenfield may be deemed a beneficial owner of the shares held by ACT Capital Management, LLLP solely because she is a General Partner of that partnership;

 

(b)

Percent of class:   

(1)           5.1%
(2)           5.1%
(3)           5.1%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

(1)           548,879
(2)           2,625,000
(3)           30,000

 

 

(ii)

Shared power to vote or to direct the vote    

(1)           0
(2)           1,111,379
(3)           923,879

 

 

(iii)

Sole power to dispose or to direct the disposition of   

(1)           0
(2)           0
(3)           0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

(1)           3,916,379
(2)           3,916,379
(3)           3,916,379

 

The percentages set forth in this Schedule 13G are based upon the total number of shares of the Issuer’s common stock outstanding of 76,040,656 shares based on information provided by the Issuer.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

6



 

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:

February 14, 2012

By:

/s/ Amir L. Ecker

 

 

 

Amir L. Ecker

 

 

 

 

Date:

February 14, 2012

By:

/s/ Carol G. Frankenfield

 

 

 

Carol G. Frankenfield

 

 

 

 

 

 

ACT CAPITAL MANAGEMENT, LLLP, by its

 

 

  General Partner, Amir L. Ecker

 

 

 

 

Date:

February 14, 2012

By:

/s/ Amir L. Ecker

 

 

 

General Partner

 



 

JOINT FILING AGREEMENT

 

                The undersigned, the Reporting Persons named in this Schedule 13G, hereby agree that this Schedule 13G Amendment No. 2 is filed on behalf of each of them and that each Reporting Person is responsible for the timely filing of any other amendments to the Schedule 13G.  Each Reporting Person further agrees that each of them is responsible for the completeness and accuracy of the information concerning such Reporting Person, respectively, contained in this Schedule 13G and that each of them is not responsible for the completeness or accuracy of the information concerning the other Reporting Persons.

 

          IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 3rd of May 2011.

 

Date:

February 14, 2012

By:

/s/ Amir L. Ecker

 

 

 

Amir L. Ecker

 

 

 

 

Date:

February 14, 2012

By:

/s/ Carol G. Frankenfield

 

 

 

Carol G. Frankenfield

 

 

 

 

 

 

ACT CAPITAL MANAGEMENT, LLLP, by its

 

 

  General Partner, Amir L. Ecker

 

 

 

 

Date:

February 14, 2012

By:

/s/ Amir L. Ecker

 

 

 

General Partner