Attached files
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EX-4.1 - TRANSWITCH CORP /DE | v186068_ex4-1.htm |
EX-3.1 - TRANSWITCH CORP /DE | v186068_ex3-1.htm |
EX-4.2 - TRANSWITCH CORP /DE | v186068_ex4-2.htm |
EX-99.1 - TRANSWITCH CORP /DE | v186068_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): May
20, 2010
TRANSWITCH
CORPORATION
(Exact
name of registrant as specified in its charter)
DELAWARE
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0-25996
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06-1236189
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
|
incorporation)
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File
Number)
|
Identification No.)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On May
20, 2010, TranSwitch Corporation (the “Company”) filed a Certificate of
Amendment of Amended and Restated Certificate of Incorporation (the “Amendment”)
with the Delaware Secretary of State to amend the Company’s Amended and Restated
Certificate of Incorporation, as amended (the “Certificate of
Incorporation”). The Amendment reduces the
total number of shares of all classes of capital stock, which the
Company shall have authority to issue to 37,625,000 shares, consisting of
37,500,000 shares of Common Stock, $.001 par value per share (the “Common
Stock”), and 125,000 shares of Preferred Stock , $.01 par value per
share. The Amendment was approved by the stockholders of the Company,
as discussed below in Item 5.07, on May 20, 2010. The Amendment is
attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Item
5.07. Submission of Matters to a Vote of Security
Holders.
On May 20, 2010, the Company held its
2010 Annual Meeting of Shareholders (the “Annual Meeting”). At the
Annual Meeting, the stockholders voted upon (i) the election of seven
members of the Board of Directors to hold office until the next annual meeting
of stockholders and until their successors are duly elected and qualified,
(ii) a proposal to amend the Company’s Certificate of Incorporation, to
reduce the number of authorized capital stock from 301,000,000 shares to
37,625,000 shares of capital stock, consisting of 37,500,000 of Common Stock,
and 125,000 shares of Preferred Stock, $.01 par value per share, (iii) a
proposal to approve an amendment to the Company’s 2008 Equity Incentive Plan to
increase by 2,000,000 the number of shares of Company’s Common Stock available
for issuance thereunder, and (iv) to transact other business as may properly
come before the meeting and any continuations or adjournments
thereof.
The
stockholders elected all seven director nominees and approved the proposals to
(i) amend the Certificate of Incorporation, (ii) amend the Company’s 2008 Equity
Incentive Plan, and (iii) transact other business as may properly come
before the meeting and any continuations or adjournments thereof. The
number of votes cast for or against and the number of abstentions and broker
non-votes with respect to each matter voted upon, as applicable, are set forth
below.
For
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Withhold
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Broker
Non-Votes
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||||||||||
1.
Election of Directors:
|
sdfg
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|||||||||||
Mr.
Faraj Aalaei
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7,111,450 | 85,614 | 8,022,129 | |||||||||
Mr.
Thomas H. Baer
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6,487,169 | 709,895 | 8,022,129 | |||||||||
Mr.
Herbert Chen
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7,112,792 | 84,272 | 8,022,129 | |||||||||
Dr.
M. Ali Khatibzadeh
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7,125,795 | 71,269 | 8,022,129 | |||||||||
Mr.
Gerald. F. Montry
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6,423,400 | 773,664 | 8,022,129 | |||||||||
Mr.
James M. Pagos
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6,508,592 | 688,472 | 8,022,129 | |||||||||
Mr.
Sam Srinivasan
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6,808,052 | 389,012 | 8,022,129 |
For
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Against
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Abstain
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Broker
Non-Votes
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|||||||||||||
2.
Amendment to the Certificate of Incorporation to Reduce the Company’s
Authorized Capital Stock from 301,000,000 Shares to 37,625,000 Shares of
Capital Stock
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14,909,902 | 260,686 | 48,605 | n/a | ||||||||||||
3.
Amendment to the 2008 Equity Incentive Plan to Increase by 2,0000 the
Authorized Number of Shares of Common Stock Available for Issuance
Thereunder
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5,158,262 | 2,023,605 | 15,197 | 8,022,129 | ||||||||||||
4.
Transact Other Business As May Properly Come Before the Meeting And Any
Continuations or Adjournments Thereof
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13,422,143 | 1,735,535 | 61,515 | n/a |
As noted
in Item 5.03 of this Current Report, the Amendment to the Certificate of
Incorporation will be filed with the Secretary of State of the State of
Delaware, and become effective, on or about May 20,
2010.
Item
8.01. Other Events.
Amendment
to the 2005 Equity Employee Stock Purchase Plan
On May
20, 2010, the Company’s Board of Directors approved an amendment to the 2005
Employee Stock Purchase Plan (the “2005 ESPP”) to increase the maximum
number of shares of the Company’s Common Stock that may be purchased in any
purchase segment, pursuant to the terms of the 2005 ESPP, from 1,250 shares to
2,500 shares and to change the length of service required for an employee to be
eligible for participation in the 2005 ESPP from one (1) year to six (6)
months. Such amendment is effective immediately following the start
of the next six month deduction period on July 1, 2010 and the ESPP, as amended,
is attached as Exhibit 4.1 to this current report on Form 8-K and incorporated
by reference herein.
Amendment to the 2008 Equity
Incentive Plan
On May
20, 2010, at the Company's 2010 Annual Meeting, the stockholders approved an
amendment to the 2008 Equity Incentive Plan (the “2008 Plan”) to increase by
2,000,000 the number of shares of Company’s Common Stock available for issuance
thereunder. A description of the amended 2008 Plan was included in
the Company’s definitive proxy statement filed with the Securities and Exchange
Commission on April 19, 2010 for the Annual Meeting. The amended 2008
Plan is attached hereto as Exhibit 4.2 and is incorporated herein by
reference.
Extension of Rights
Offering
On May
20, 2010, the Company issued a press release announcing the extension of its
previously announced rights offering to 5:00 p.m., Eastern time, on May 28,
2010, unless further extended by the Company. The rights offering was
originally scheduled to expire on May 24, 2010. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The
rights offering will be made only by means of a prospectus. This Current
Report on Form 8-K shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Company’s securities in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
3.1
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Certificate
of Amendment to the Certificate of Incorporation, amended as of
May 20, 2010 (filed herewith).
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4.1
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TranSwitch
Corporation 2005 Employee Stock Purchase Plan, as amended (filed
herewith).
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4.2 | TranSwitch Corporation 2008 Equity Incentive Plan, as amended (filed herewith). | |
99.1
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Press
Release (filed herewith).
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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
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||
May
20, 2010
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By:
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/s/
Robert A. Bosi
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Name:
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Robert
A. Bosi
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Title:
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Vice
President and Chief Financial
Officer
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Exhibit Index
Exhibit
No.
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Description
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3.1
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Certificate
of Amendment to the Certificate of Incorporation, amended as of
May 20, 2010 (filed herewith).
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4.1
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TranSwitch
Corporation 2005 Employee Stock Purchase Plan, as amended (filed
herewith).
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4.2
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TranSwitch Corporation 2008 Equity Incentive Plan, as amended (filed herewith). | |
99.1
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Press
Release (filed herewith).
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