Attached files
| file | filename |
|---|---|
| EX-3.2 - TRANSWITCH CORP /DE | v167250_ex3-2.htm |
| EX-3.1 - TRANSWITCH CORP /DE | v167250_ex3-1.htm |
| EX-99.1 - TRANSWITCH CORP /DE | v167250_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 23, 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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal year
On
November 23, 2009, TranSwitch Corporation (the “Company”) filed a Certificate of
Amendment of Amended and Restated Certificate of Incorporation and an
Amended Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company (collectively, the “Amendment”) with the Delaware
Secretary of State to amend the Company’s Amended and Restated Certificate of
Incorporation, as amended. The Amendment, which will become effective at 11:59
p.m. EST, on November 23, 2009 (the “Effective Time”), will effect a 1-for-8
reverse stock split of the Company’s common stock, $0.001 par value per share
(“Common Stock”).
As a
result of the reverse stock split, each eight shares of the Common Stock that
were issued and outstanding or held in treasury at the Effective Time will be
automatically combined into one share, subject to the elimination of fractional
shares as described in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on April 20, 2009.
The
reverse stock split will affect all issued and outstanding shares of the
Company's Common Stock, as well as shares of Common Stock underlying stock
options and the Company’s outstanding 5.45% Convertible Notes due 2011 that are
outstanding immediately prior to the Effective Time of the reverse stock split.
The total number of shares of Common Stock issued and outstanding will be
reduced from approximately 160 million shares to approximately 20 million
shares.
For the
purpose of identifying the reverse stock split, the Company's trading symbol
will be temporarily changed from “TXCC” to “TXCCD” for a period of twenty
trading days beginning November 24, 2009. The Company's trading symbol is
expected to revert to “TXCC” on December 22, 2009.
The
Company’s transfer agent and exchange agent for purposes of the reverse stock
split, Computershare Trust Company, N.A., will send instructions to stockholders
of record who hold stock certificates regarding the exchange of old stock
certificates for new stock certificates.
The
Amendment is attached hereto as Exhibit 3.1 and 3.2 and is incorporated by
reference herein. The press release announcing the reverse stock split is
attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
3.1
|
Certificate
of Amendment of Amended and Restated Certificate of
Incorporation.
|
|
|
3.2
|
Amended
Certificate of Designation of Series A Junior Participating Preferred
Stock of TranSwitch Corporation.
|
|
|
99.1
|
Press
Release, dated November 23, 2009 Announcing Reverse Stock
Split.
|
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
23, 2009
|
By:
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/s/ Robert A. Bosi
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| Name: Robert A. Bosi | ||
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Title: Vice
President and Chief Financial Officer
|
||
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
3.1
|
Certificate
of Amendment of Amended and Restated Certificate of
Incorporation.
|
|
|
3.2
|
Amended
Certificate of Designation of Series A Junior Participating Preferred
Stock of TranSwitch Corporation.
|
|
|
99.1
|
Press
Release, dated November 23, 2009 Announcing Reverse Stock
Split.
|