Attached files
| file | filename |
|---|---|
| EX-5.1 - TRANSWITCH CORP /DE | v223109_ex5-1.htm |
| EX-99.1 - TRANSWITCH CORP /DE | v223109_ex99-1.htm |
| EX-99.2 - TRANSWITCH CORP /DE | v223109_ex99-2.htm |
| EX-1.1 - TRANSWITCH CORP /DE | v223109_ex1-1.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 17, 2011
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 May 17, 2011, TranSwitch Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Needham & Company, LLC, as representative for several other underwriters named in the Underwriting Agreement (collectively, the “Underwriters”), related to a public offering (the “Offering”) of 5,400,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $2.80 per share (the “Offering Price”). Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 810,000 shares of Common Stock to cover over-allotments, if any, at the Offering Price. The Offering is expected to close on May 20, 2011, subject to the satisfaction of customary closing conditions. The net proceeds to the Company are expected to be approximately $14.0 million after deducting the underwriting discounts and commissions and estimated expenses payable by the Company that are associated with this Offering, assuming no exercise by the Underwriters of their over-allotment option.
The Offering is being made pursuant to a prospectus supplement dated May 17, 2011 and an accompanying prospectus dated October 21, 2009, pursuant to the Company’s existing effective shelf registration statement on Form S-3 (File No. 333-162609), which was filed with the Securities and Exchange Commission (the “Commission”) and declared effective by the Commission on October 28, 2009.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.
A copy of the opinion of Brown Rudnick LLP relating to the legality of the issuance and sale of the shares of Common Stock in the Offering is attached as Exhibit 5.1 hereto. A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Offering by the Company and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such Exhibits.
The Underwriting Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Item 8.01 - Other Events.
On May 16, 2011, the Company issued a press release announcing the Offering. On May 17, 2011, the Company issued a press release announcing that it had priced the Offering. The Company’s press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report and are incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits.
The Exhibits included as part of this Current Report are listed in the attached Exhibit Index. The Exhibit Index, together with the Exhibits listed therein, are incorporated herein by reference.
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 17, 2011
|
By:
|
/s/ Robert A. Bosi
|
|
Name:
|
Robert A. Bosi
|
|
|
Title:
|
Vice President and Chief Financial Officer
|
|
Exhibit Index
|
1.1
|
Underwriting Agreement, dated as of May 17, 2011, by and between TranSwitch Corporation and Needham & Company, LLC, as representative for the several other underwriters named therein.
|
|
5.1
|
Opinion of Brown Rudnick LLP.
|
|
99.1
|
Press Release dated May 16, 2011.
|
|
99.2
|
Press Release dated May 17, 2011.
|