Attached files
| file | filename |
|---|---|
| EX-10.1 - TRANSWITCH CORP /DE | v165559_ex10-1.htm |
| EX-99.1 - TRANSWITCH CORP /DE | v165559_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):
November 5, 2009
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.
The
information contained in Item 5.02(c) of this Current Report on Form 8-K is
incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On
November 6, 2009, Dr. Santanu Das resigned, effective December 1, 2009, as
President and Chief Executive Officer of TranSwitch Corporation (the
“Corporation”). Dr. Santanu Das, who is a founder of the Corporation
and has been the Chief Executive Officer since its inception, has decided to
resign after twenty years of dedicated service.
(c) On
November 5, 2009, the Corporation’s Board of Directors appointed Dr. M. Ali
Khatibzadeh to the position of President and Chief Executive Officer, effective
December 1, 2009. In connection with such appointment, the
Corporation entered into an employment agreement with Dr. Khatibzadeh dated
November 5, 2009 that will also be effective on December 1, 2009 (the
“Employment Agreement”).
Dr.
Khatibzadeh has over twenty years of engineering and general management
experience in the communications semiconductor industry. Prior to his
appointment at the Corporation, he was Senior Vice President and General Manager
of the RF Products Business Unit of Anadigics (NASDAQ: ANAD) from April 2009 to
October 2009. He also served Anadigics as Senior Vice President and General
Manager of the Wireless Business Unit from August 2005 to April 2009 and as Vice
President of the Wireless Business Unit from June 2000 to August
2005. Prior to Anadigics, Dr. Khatibzadeh was Director of Technology
for Ericsson in its American Business Unit and Worldwide RF IC Design manager at
Texas Instruments Wireless Communications Business Unit.
Dr.
Khatibzadeh holds a Ph.D., M.S., and a B.S. in Electrical Engineering as well as
a B.S. in Physics from North Carolina State University.
The
summary below is qualified by the actual terms of the Employment Agreement,
which is attached as Exhibit 10.1 to this Current Report on Form
8-K.
The
Employment Agreement provides as follows:
-The
effective date of the Employment Agreement is December 1, 2009 (the “Effective
Date”).
-An
annual salary of $350,000.
-Participation
in a short-term incentive program for the years 2010 and 2011 equivalent to
$200,000 per year payable in Restricted Stock Units (“RSUs”), which shall vest
on the first anniversary of the grant date.
-Participation
in a long-term incentive program for the years 2010 and 2011 equivalent to
$200,000 per year payable in RSUs, which shall vest of the third anniversary of
the grant date.
-A stock
option to purchase up to 1,500,000 shares of the Corporation's common stock (the
“Initial Options”) in accordance with the Corporation's 2008 Equity Incentive
Plan, as amended from time to time. The Initial Options will vest over a four
year period, at a rate of 25% for each full year on the anniversary of the
Effective Date. The Initial Options will be granted at the next regularly
scheduled meeting of the TranSwitch Board of Directors.
-An award
of 1,100,000 RSUs (the “Initial RSUs”) that will vest over a four year period,
at a rate of 25% for each full year on the anniversary of the Effective Date.
The Initial RSUs will be granted at the next regularly scheduled meeting of the
TranSwitch Board of Directors.
-Additional
benefits include participation in the Corporation's other benefits made
available to similar situated employees, business and travel related
reimbursement, participation in health and life insurance plans.
-The
Employment Agreement expires on November 30, 2011. The Employment Agreement will
automatically renew for 1 year unless either party provides notice of
non-renewal to the other party at least 30 days prior to the anniversary of the
effective date or the renewal date.
-Upon
termination during the first two years without cause (as defined in the
Employment Agreement), as a result of a change in control, or for good reason,
the Corporation will pay in severance the equivalent of one year’s base salary
and the equivalent of the amount earned under the short-term incentive program
for the prior 12 months, vest 50% of the unvested Initial Options and vest 50%
of the unvested Initial RSUs, and pay for continued participation in health and
life insurance plans for a limited time period.
-Upon
termination on or after the first two years by the Corporation with 30 days
written notice, without cause, as a result of a change in control, or for good
reason, the Corporation will pay in severance the equivalent of one year’s base
salary and the equivalent of the amount earned under the short-term inventive
program for the prior 12 months, vest 100% of the unvested Initial
Options and vest 100% of the unvested Initial RSUs, and pay for continued
participation in health and life insurance plans for a limited time
period.
-Upon
termination by death or disability, by the Executive’s voluntary termination, or
for cause, the Corporation will not pay any severance.
As the
Employment Agreement was entered into prior to the announcement of the 1 for 8
reverse split announced by the Corporation on November 9, 2009, the share
numbers providing for non-cash compensation in the Employment Agreement are
recited above on a pre-split basis.
Additional
information regarding this event is set forth in our Press Release dated
November 9, 2009, a copy of which is filed as Exhibit 99.1 hereto.
Item
9.01 Financial Statements and Exhibits.
|
(d)
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Exhibits
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10.1
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Employment
Agreement dated November 5, 2009 between Dr. M. Ali
Khatibzadeh and
TranSwitch Corporation.
|
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99.1
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Press
Release, dated November 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 | |||
|
November
11, 2009
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By:
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/s/ Robert A. Bosi | |
| Name: | 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
Number |
Description
|
|
|
10.1
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Employment
Agreement dated November 5, 2009 between Dr. M. Ali Khatibzadeh and
TranSwitch Corporation.
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|
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99.1
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Press
Release, dated November 9, 2009.
|