Attached files
| file | filename |
|---|---|
| 8-K - TRANSWITCH CORP /DE | v183262_8k.htm |
News
Release
TranSwitch
Corporation Announces
Commencement
of Rights Offering
SHELTON, CT – May 4, 2010 –
TranSwitch® Corporation (NASDAQ: TXCC), a leading provider of semiconductor
solutions for the converging voice, data and video network, today announced the
commencement of its previously announced $10 million rights offering of up to
approximately 4.2 million shares of the Company’s common stock par value $0.001
per share. The Securities and Exchange Commission declared the Company's
Registration Statement on Form S-1 (File No. 333-166022) relating to the rights
offering effective on May 3, 2010.
Pursuant
to the terms of the rights offering, the Company is distributing to its common
stockholders of record transferable rights to subscribe for and purchase up to
an aggregate of 4,153,883 shares of its common stock. Each
stockholder of record as of the April 29, 2010, the record date, will receive
one transferable right for every one share of common stock owned on the record
date. Each right will entitle the stockholder to purchase 0.20 shares
of common stock at a price of $2.40 per share (fractional shares will be rounded
up to the nearest whole share).
The
rights offering also includes an over-subscription privilege, which entitles
each rights holder, that exercises all of its basic subscription privilege in
full, to the right to purchase additional shares of common stock that remain
unsubscribed at the expiration of the rights offering, subject to the
availability and pro rata allocation of shares among persons exercising this
over-subscription right.
The
rights offering will expire at 5:00 p.m., Eastern Time, on May 24, 2010, unless
the Company extends the expiration date.
The
Company will commence mailing rights offering materials, including a prospectus
and other items necessary to exercise the rights on May 4, 2010, to stockholders
of record as of April 29, 2010, the previously announced record date for the
rights offering. The prospectus will contain important information about the
rights offering, and stockholders are urged to read the prospectus carefully.
The Company has reserved the right to cancel or terminate the rights
offering. TranSwitch’s directors and executive officers,
although they are not required to do so, have indicated that they expect,
together with their affiliates, to participate in the rights offering at various
levels, including exercising their over-subscription
privileges.
The
issuer has filed a registration statement (including a prospectus) with the SEC
for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and other
documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. If you have any questions regarding the
rights offering, please contact Georgeson, Inc., the information agent for the
rights offering at (888) 867-6856 (toll-free) or, for banks and brokers, at
(212) 440-9800 (call collect). Copies of a prospectus with
respect to this offering may be obtained from the information agent or from
TranSwitch Corporation, Three Enterprise Drive, Shelton, CT 06483, Attn. Robert
Bosi, Vice President-Chief Financial Officer.
|
TranSwitch
Corporation Announces Commencement of Rights Offering
|
page 2
|
The
rights offering will be made only by means of a prospectus. This
release shall not constitute an offer to sell or a solicitation of an offer to
buy nor shall there be any sales of these securities in any state in which such
an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state.
About
TranSwitch Corporation
TranSwitch
Corporation designs, develops and markets innovative semiconductors 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, with 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 9001:2000 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 that could cause actual
results to differ materially from those contained in the forward-looking
statements, including without limitation the risks associated with acquiring new
businesses; the risk 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
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any such statements to reflect any change in
expectations or any change in events, conditions or circumstances on which any
such statement is based.
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
Ted
Chung
Vice
President, Business Development
TranSwitch
Corporation
Phone:
203.929.8810 ext.2004
TranSwitch
Corporation 3 Enterprise
Drive Shelton, CT 06484
USA (203)
929-8810 Fax: (203)
926-9453 www.transwitch.com