Attached files
| file | filename |
|---|---|
| EX-99.1 - TRANSWITCH CORP /DE | v166116_ex99-1.htm |
| EX-99.2 - TRANSWITCH CORP /DE | v166116_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
November 9, 2009
TRANSWITCH
CORPORATION
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
0-25996
|
06-1236189
|
|
(State
or other jurisdiction of
|
(Commission
|
(I.R.S.
Employer
|
|
incorporation)
|
File
Number)
|
Identification No.)
|
|
Three
Enterprise Drive
Shelton,
Connecticut 06484
|
|
(Address
of principal executive offices) (Zip
Code)
|
Registrant's
telephone number, including area code: (203) 929-8810
Not Applicable
(Former
name or former address, if changed since last report.)
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 (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
November 9, 2009, TranSwitch Corporation (the “Company”) received a NASDAQ Staff
Determination Letter (the “Letter”) indicating that its common stock had not
regained compliance with the $1.00 minimum bid price continued listing
requirement set forth in NASDAQ Market Place Rule 5450(a)(2). The
Company had initially been notified by NASDAQ of such deficiency on January 28,
2008. On July 30, 2008, the Company received notice from the Listing
Qualifications Department of The NASDAQ Stock Market that its application to
list common stock on The NASDAQ Capital Market was approved and its common stock
began trading on the NASDAQ Capital Market on that date. As a result
of suspensions by NASDAQ of enforcement of the bid price and market value of
publicly held shares as required pursuant to NASDAQ Marketplace Rule 4450(a)(5)
between October 22, 2008 and July 31, 2009, the Company had until November 6,
2009 to regain compliance. As the Company has not regained
compliance, the NASDAQ Staff has determined to delist its securities from the
Capital Market.
Accordingly,
unless the Company requests an appeal of this determination, trading of its
common stock will be suspended at the opening of business on November 16, 2009
and its common stock will be removed from listing and registration on The NASDAQ
Stock Market. The Company has filed the required appeal of the
Staff's determination to a NASDAQ Hearings Panel (“Panel”), pursuant to the
procedures set forth in the NASDAQ Marketplace Rule 5800 Series. A
hearing, if granted, will stay the delisting of the Company’s securities pending
the Panel's decision.
In
connection with the Company’s plan to regain compliance, on November 9, 2009,
the Company announced the approval of a reverse stock split of shares of its
common stock as further described below.
A copy of
the Company’s press release dated November 12, 2009 announcing the receipt of
the notice of delisting from NASDAQ is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item
8.01 Other Events.
On November 9, 2009, the Company issued
a press release announcing that, its Board of Directors has approved a reverse
stock split of its common stock at a ratio of one-for-eight. The reverse stock
split, which was authorized by the stockholders at the annual meeting of
stockholders held on May 21, 2009 and by the Board of Directors at a meeting
held September 25, 2009, will take effect at 11:59 p.m. (Eastern time) on
November 23, 2009 (the “Effective Time”). Trading of the
Company’s common stock on the NASDAQ Capital Market will continue, on a reverse
stock split-adjusted basis, with the opening of the markets on November 24,
2009.
For the purpose of identifying a recent
reverse stock split, the Company's trading symbol will be temporarily changed
from “TXCC” to “TXCCD” for a period of twenty trading days beginning November
24, 2009. The Company's trading symbol is expected to revert to TXCC
on December 23, 2009.
As a result of the reverse stock split,
each eight shares of the Company’s common stock that are issued and outstanding
or held in treasury at the Effective Time will be automatically combined into
one share, subject to the elimination of fractional shares as described in the
Company’s definitive proxy statement filed with the Securities and Exchange
Commission on April 20, 2009. A copy of the Company’s press release
is attached hereto as Exhibit 99.2 and is incorporated by reference
herein.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Press
Release, dated November 12, 2009 Announcing Notification of
Delisting.
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|
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99.2
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Press
Release, dated November 9, 2009 Announcing Reverse Stock
Split.
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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.
| TRANSWITCH CORPORATION | |||
|
November
13, 2009
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By:
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/s/ Robert A. Bosi | |
| Name: Robert A. Bosi | |||
| Title: Vice President and Chief Financial Officer | |||
EXHIBIT
INDEX
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Exhibit
Number
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Description
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|
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99.1
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Press
Release, dated November 12, 2009 Announcing Notification of
Delisting.
|
|
|
99.2
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Press
Release, dated November 9, 2009 Announcing Reverse Stock
Split.
|