Attached files
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EX-99.1 - TRANSWITCH CORP /DE | v183262_ex99-1.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): April
30, 2010
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
3.03 Material Modification to Rights of Security Holders.
TranSwitch
Corporation (the “Corporation”) filed a Registration Statement on Form S-1 on
April 13, 2010 and as amended on April 20, 2010 and declared effective by the
Securities and Exchange Commission on May 3, 2010 (File No. 333-166022),
pursuant to which the Corporation intends to conduct a rights offering by
issuing a dividend of subscription rights (the “Rights”) to all of the
Corporation’s stockholders as of April 29, 2010, the record date (including any
permitted transferees of such Rights, the “Stockholders”) to exercise the Rights
at a price of $2.40 per share, for shares of the Corporation’s common stock, par
value $0.001 per share (the “Rights Offering”). The Rights will
expire on May 24, 2010 unless the Rights Offering is extended by the
Company.
On April
30, 2010, the Corporation entered into Amendment No. 2 (the “Rights Amendment”)
to the Rights Agreement, dated as of October 1, 2001, as amended, between the
Corporation and Computershare Trust Company, N.A. (formerly known as Equiserve
Trust Company, N.A) as Rights Agent (the “Rights Agreement”). The
Rights Amendment amends certain sections and definitions of the Rights Agreement
to render the Rights Agreement inapplicable to the Stockholders as a result of
the issuance of Rights in the Rights Offering. In all other respects,
the Rights Agreement remains in full force and effect. A copy of the Rights
Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by
reference. The foregoing description of the Rights Amendment does not
purport to be complete and is qualified in its entirety by reference to such
Exhibit 4.1.
Item
8.01 Other Events.
On
May 4, 2010, the Corporation issued a press release announcing the
commencement of the Rights Offering and that the expiration date for the Rights
Offering is set as May 24, 2010, unless extended by the Company. A
copy of the press release is attached as Exhibit 99.1 to this Report, and is
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
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Exhibits
|
Exhibit
4.1
|
Amendment
No. 2 to Rights Agreement, dated as of April 30, 2010, by and between
TranSwitch Corporation and Computershare Trust Company, N.A. (previously
filed as Exhibit 4.03 to the Corporation’s Form 8-A/A filed with the
Commission on April 30, 2010 and incorporated herein by
reference).
|
Exhibit
99.1
|
Press
release dated May 4, 2010.
|
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 | |||
May
4, 2010
|
By:
|
/s/ Robert A. Bosi | |
Name: | Robert A. Bosi | ||
Title:
|
Vice
President and Chief Financial Officer
|
||
EXHIBIT
INDEX
Exhibit
4.1
|
Amendment
No. 2 to Rights Agreement, dated as of April 30, 2010, by and between
TranSwitch Corporation and Computershare Trust Company,
N.A. (previously filed as Exhibit 4.03 to the Corporation’s
Form 8-A/A filed with the Commission on April 30, 2010 and incorporated
herein by reference).
|
Exhibit
99.1
|
Press
release dated May 4,
2010.
|