Attached files
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| EX-4.1 - TRANSWITCH CORP /DE | v223682_ex4-1.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 19, 2011
TRANSWITCH CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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0-25996
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06-1236189
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer 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):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 19, 2011, the board of directors of TranSwitch Corporation (the “Company”) approved an increase in the base salary of Theodore Chung, the Company’s Vice President of Business Development. Mr. Chung’s salary was increased from $225,000 to $250,000, effective May 21, 2011.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On May 19, 2011, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company elected all seven director nominees and approved the proposals to (i) amend the Company’s 2005 Employee Stock Purchase Plan to increase by 125,000 the number of shares of Company’s common stock, $.001 par value per share (the “Common Stock”), available for issuance thereunder, (ii) ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, and (iii) transact such other business as may properly come before the meeting and any continuations or adjournments thereof.
Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. A more detailed description of the following proposals is available on the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2011.
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For
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Against
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Abstain
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Broker
Non-Votes
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1. Election of Directors:
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sdfg
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Mr. Faraj Aalaei
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6,116,820 | 202,877 | 372,556 | 11,067,180 | ||||||||||||
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Mr. Thomas H. Baer
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5,793,374 | 526,609 | 372,270 | 11,067,180 | ||||||||||||
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Mr. Herbert Chen
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6,302,151 | 375,647 | 14,455 | 11,067,180 | ||||||||||||
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Dr. M. Ali Khatibzadeh
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6,271,913 | 48,022 | 372,318 | 11,067,180 | ||||||||||||
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Mr. Richard Lynch
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6,208,843 | 110,095 | 373,315 | 11,067,180 | ||||||||||||
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Mr. Gerald F. Montry
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5,863,925 | 445,455 | 382,873 | 11,067,180 | ||||||||||||
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Mr. Sam Srinivasan
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6,278,356 | 41,476 | 372,421 | 11,067,180 | ||||||||||||
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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 2005 Employee Stock Purchase Plan
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6,146,436 | 526,114 | 19,703 | 11,067,180 | ||||||||||||
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3. Ratification of Appointment of Independent Registered Public Accounting Firm
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17,281,094 | 455,298 | 23,041 | n/a | ||||||||||||
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4. Transact Such Other Business As May Properly Come Before the Meeting And Any Continuations or Adjournments Thereof
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15,704,553 | 1,989,614 | 65,266 | n/a | ||||||||||||
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Item 8.01.
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Other Events.
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On May 19, 2011, at the Annual Meeting, the stockholders of the Company approved an amendment to the 2005 Employee Stock Purchase Plan to increase by 125,000 the number of shares of Common Stock available for issuance thereunder. The 2005 Employee Stock Purchase Plan, as amended, is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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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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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.
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TRANSWITCH CORPORATION
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May 20, 2011
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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
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Exhibit No.
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Description
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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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