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EX-99.1 - TRANSWITCH CORP /DEv188226_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): June 14, 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 1.01 Entry into a Material Definitive Agreement.
 
On June 14, 2010, TranSwitch Corporation, a Delaware corporation (the “Company”), exercised its option to terminate its Common Stock Purchase Agreement with Seaside 88, LP, a Florida limited partnership (“Seaside”), dated December 31, 2009 (the “Common Stock Purchase Agreement”), relating to the offering and sale of up to 1,950,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).  Pursuant to the Common Stock Purchase Agreement Seaside had committed to purchase up to an aggregate of 1,950,000 shares of Common Stock in blocks of 75,000 shares every two weeks for a one year period.   Prior to the termination, an aggregate of 900,000 shares were sold to Seaside pursuant to the terms of the Common Stock Purchase Agreement.
 
On June 14, 2010, the Company issued a press release announcing the termination of the Common Stock Purchase Agreement.  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.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits
 
Exhibit 99.1
Press Release, dated June 14, 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  
     
       
June 14, 2010         
By:
/s/ Robert A. Bosi          
  Name:    Robert A. Bosi  
 
Title:
Vice President and Chief Financial Officer
 
       
 


EXHIBIT INDEX
 
Exhibit 99.1
Press release dated June 14, 2010.