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):
December 10, 2010
TRANSWITCH
CORPORATION
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
0-25996
|
06-1236189
|
|
(State
or other jurisdiction of
|
(Commission
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(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))
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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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Item
1.01 Entry into a Material Definitive Agreement.
Indemnification
Agreement
On
November 8, 2010, TranSwitch Corporation (the “Company”) filed a Current Report
on Form 8-K disclosing the election of Richard J. Lynch to the Board of
Directors of the Company (the “Board”). On December 10, 2010, in
connection with his election to the Board, the Company entered into an
Indemnification Agreement with Mr. Lynch.
The
Indemnification Agreement supplements existing indemnification provisions of the
Company’s Amended and Restated Certificate of Incorporation, as amended, and, in
general, provides for indemnification to the maximum extent permitted by
Delaware law, subject to the exceptions, terms and conditions provided in the
Indemnification Agreement. The Indemnification Agreement also provides that the
Company will advance to the indemnified person, if requested by an indemnified
person, expenses incurred in connection with any proceeding arising out of such
indemnified person’s service to the Company, subject to reimbursement by the
indemnified person should a final judicial determination be made that
indemnification is not available under applicable law, and that the Company may
purchase and maintain insurance against any liability asserted against, and
incurred by, the indemnified person arising out of their service to the Company,
if such insurance is available on commercially reasonable terms.
The
foregoing description of the Indemnification Agreement does not purport to be
complete and is qualified in its entirety by reference to the form of
Indemnification Agreement, the form of which was filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K as filed with the SEC on April 9, 2009 is
and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| (d) Exhibits |
|
10.1
|
Form
of Director Indemnification Agreement (incorporated by reference to
Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.
000-25996) as filed with the Securities and Exchange Commission on April
9, 2009).
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SIGNATURES
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 | |||
|
December
14, 2010
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By:
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/s/ Robert A. Bosi | |
| Name: Robert A. Bosi | |||
| Title: Vice President and Chief Financial Officer | |||