Attached files
| file | filename |
|---|---|
| 8-K - TRANSWITCH CORP /DE | v167250_8k.htm |
| EX-3.2 - TRANSWITCH CORP /DE | v167250_ex3-2.htm |
| EX-3.1 - TRANSWITCH CORP /DE | v167250_ex3-1.htm |
News
Release
TranSwitch
Announces One-for-Eight Reverse Stock Split
SHELTON, CT – November 23,
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 a previously approved reverse split of
its common stock will take effect at 11:59 p.m. (Eastern Time) today (the
"Effective Time") and be reflected in the market at the start of NASDAQ trading
on Tuesday, November 24, 2009 on a 1-for-8 split-adjusted basis. The Company’s
shares will continue to trade on the NASDAQ Capital Market under the symbol
"TXCC," with the letter "D" added to the end of the trading symbol commencing on
November 24, 2009 for a period of 20 trading days to indicate the reverse stock
split has occurred. The Company's symbol will revert back to its original symbol
"TXCC" on December 22, 2009. A new CUSIP number will be assigned to the
Company’s common stock when the split becomes effective.
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 received a NASDAQ Staff determination letter dated November
9, 2009, notifying the Company that it has not complied with NASDAQ Marketplace
Rule 5550(a)(2). The Company requested an appeal of NASDAQ’s
determination, pursuant to the procedures set forth in the NASDAQ Marketplace
Rule 5800 Series. A hearing request will stay the delisting of TranSwitch’s
securities pending the Panel's decision. The Company believes that the
implementation of the reverse stock split will provide the Company with the
opportunity to be in compliance with the Marketplace Rule by early
December.
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.
- more -
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2
The
Company’s transfer agent, Computershare Trust Company, N.A. (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, continued listing 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
Corporation 3 Enterprise
Drive Shelton, CT 06484
USA (203)
929-8810 Fax: (203)
926-9453 www.transwitch.com
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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
TranSwitch Corporation
3 Enterprise Drive Shelton,
CT 06484 USA (203)
929-8810 Fax: (203)
926-9453 www.transwitch.com