Attached files
| file | filename |
|---|---|
| 8-K - TRANSWITCH CORP /DE | v167250_8k.htm |
| EX-3.2 - TRANSWITCH CORP /DE | v167250_ex3-2.htm |
| EX-99.1 - TRANSWITCH CORP /DE | v167250_ex99-1.htm |
CERTIFICATE
OF AMENDMENT
OF
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
TranSwitch
Corporation, a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That,
at a meeting of the Board of Directors held on March 18, 2009, the Board of
Directors of TranSwitch Corporation (the “Corporation”) duly and validly adopted
the following resolution:
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RESOLVED:
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That
a proposed amendment to the Amended and Restated Certificate of
Incorporation of the Corporation (the “Amendment”), effecting a change in
Article FOURTH thereof so that said Article FOURTH shall be amended as set
forth in Exhibit
A hereto, as recommended to the stockholders of the Corporation for
their consideration and approval as being in the best interests of the
Corporation.
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SECOND: That
the stockholders of the Corporation duly adopted such resolution at the Annual
Meeting of Stockholders held on May 21, 2009, in accordance with the provisions
of Section 211 of the General Corporation Law of the State of
Delaware.
THIRD: That
the aforesaid amendment was duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, said
TranSwitch Corporation, has caused this certificate to be executed by its
President, Chief Executive Officer, and attested to by its Vice President, Chief
Financial Officer, on this 23rd day of
November 2009.
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TRANSWITCH
CORPORATION
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By:
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/s/ Santanu Das
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Name:
Dr. Santanu Das
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Title:
President, Chief Executive Officer
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ATTEST:
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By:
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/s/ Robert A. Bosi
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Name:
Robert A. Bosi
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Title:
Vice President, Chief Financial Officer
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EXHIBIT
A
The first
paragraph of Article FOURTH shall be deleted in its entirety and replaced with
the following two paragraphs:
Effective
upon the filing of a Certificate of Amendment of the Amended and Restated
Certificate of Incorporation with the Secretary of State of the State of
Delaware (the “Effective Date”), each eight (8) shares of Common Stock, $.001
par value per share (the “Old Common Stock”), then issued and outstanding or
held in the treasury of the Corporation at 11:59 p.m. on the Effective Date
shall automatically be combined into one (1) share of Common Stock, $.001 par
value per share (the “New Common Stock”), of the Corporation without any further
action by the holders of such shares of Old Common Stock (and any fractional
shares resulting from such exchange will not be issued but will be paid out in
cash equal to such fraction multiplied by the closing trading price of the
Corporation’s Common Stock on the Nasdaq Capital Market, as the case may be, on
the trading day immediately before the Effective Date). Each stock certificate
representing shares of Old Common Stock shall thereafter represent that number
of shares of New Common Stock into which the shares of Old Common Stock
represented by such certificate shall have been combined; provided, however,
that each person holding of record a stock certificate or certificates that
represented shares of Old Common Stock shall receive, upon surrender of such
certificate or certificates, a new certificate or certificates evidencing and
representing the number of shares of New Common Stock to which such person is
entitled. The New Common Stock issued in this exchange shall have the same
rights, preferences and privileges as the Common Stock (as defined
below).
The total
number of shares of all classes of capital stock, which the Corporation shall
have the authority to issue, is 301,000,000 shares, consisting of 300,000,000
shares of Common Stock, $.001 par value per share (“Common Stock”), and
1,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred
Stock”).