Attached files
| file | filename |
|---|---|
| 8-K - TRANSWITCH CORP /DE | v166116_8k.htm |
| EX-99.1 - TRANSWITCH CORP /DE | v166116_ex99-1.htm |
EXHIBIT
99.2
News
Release
TranSwitch
Announces One-for-Eight Reverse Stock Split
SHELTON, CT – November 9, 2009
– TranSwitch® Corporation (NASDAQ: TXCC), a leading provider of semiconductor
solutions for the converging data, video and voice wireline and wireless
networks, announced today that its Board of Directors has approved the
implementation of a one-for-eight reverse stock split of the Company's common
stock. The reverse stock split, which was authorized by the
stockholders at the Company's 2009 annual meeting of stockholders on May 21,
2009, will take effect at 11:59 p.m. (Eastern Time) on November 23, 2009 (the
"Effective Time"). Trading of TranSwitch’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.
The
reverse stock split has been implemented in part to enable the Company to
reestablish compliance with Nasdaq Marketplace Rule 5450(a)(2), requiring a $1
minimum closing bid price. The Company had been notified that it
would be required to demonstrate compliance with the minimum closing bid price
requirement by last Friday, November 6, 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 TranSwitch’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 below. The reverse stock split will
affect all issued and outstanding shares of the Company's common stock, as well
as shares of common stock underlying stock options and the Company’s
outstanding 5.45% Convertible Notes due 2011 that are outstanding
immediately prior to the effective date of the reverse stock split. The total
number of shares of common stock issued and outstanding will be reduced from
approximately 160 million shares to approximately 20 million
shares.
The
Company’s transfer agent, Computershare Trust Company (www.computershare.com),
will act as exchange agent for the reverse stock split. Stockholders
of record as of the Effective Time will receive a letter of transmittal
providing instructions for the exchange of their stock certificates as soon as
practicable following the reverse stock split. Stockholders who hold their
shares in "street name" will be contacted by their banks or brokers with any
instructions.
Stockholders
who would otherwise hold fractional shares because the number of shares of
common stock they hold before the reverse stock split is not evenly divisible by
the reverse stock split ratio will be entitled to receive cash (without interest
or deduction) in lieu of such fractional shares. Where shares are held in
certificated form, stockholders must provide Computershare Trust Company with a
properly completed and duly executed transmittal letter and surrender all old
certificate(s), after which they will receive an amount equal to the proceeds
attributable to the sale of such fractional shares following the aggregation and
sale by Computershare Trust Company of all fractional shares otherwise issuable.
Stockholders who hold their stock in "street name" should contact their brokers
for further information regarding payment for fractional shares.
About
TranSwitch Corporation:
TranSwitch
Corporation (Nasdaq: TXCC) designs, develops and markets innovative
semiconductors and technologies that provide core functionality and complete
solutions for voice, data and video communications network equipment. As a
leading supplier to telecom, datacom, cable television and wireless markets,
TranSwitch customers include the major OEMs that serve the worldwide public
network, the Internet, and corporate Wide Area Networks (WANs). TranSwitch
devices are inherently flexible, many incorporating embedded programmable
microcontrollers to rapidly meet customers’ new requirements or evolving network
standards by modifying a function via software instruction. TranSwitch
implements global communications standards in its VLSI solutions and is
committed to providing high-quality products and services. TranSwitch, Shelton,
CT, is an ISO 9001 registered company. For more information, visit
www.transwitch.com.
Forward-looking statements in this
release, including statements regarding management's expectations for future
financial results and the markets for TranSwitch's products, are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that these forward-looking statements regarding
TranSwitch, its operations and its financial results involve risks and
uncertainties, including without limitation risks associated with acquiring new
businesses; of downturns in economic conditions generally and in the
telecommunications and data communications markets and the semiconductor
industry specifically; risks in product development and market acceptance of and
demand for TranSwitch's products and products developed by TranSwitch's
customers; risks relating to TranSwitch's indebtedness; risks of failing to
attract and retain key managerial and technical personnel; risks associated with
foreign sales and high customer concentration; risks associated with competition
and competitive pricing pressures; risks associated with investing in new
businesses; risks of dependence on third-party VLSI fabrication facilities;
risks related to intellectual property rights and litigation; risks in
technology development and commercialization; and other risks detailed in
TranSwitch's filings with the Securities and Exchange
Commission.
TranSwitch
is a registered trademark of TranSwitch Corporation.
For
More Information Contact:
Robert A.
Bosi
Vice
President and Chief Financial Officer
Phone:
203.929.8810 ext. 2465
Robert.Bosi@transwitch.com