Attached files
| file | filename |
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| EX-99.1 - TRANSWITCH CORP /DE | v170377_ex99-1.htm |
| EX-10.1 - TRANSWITCH CORP /DE | v170377_ex10-1.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):
December 31, 2009
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
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(Commission
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(I.R.S.
Employer
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incorporation)
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File
Number)
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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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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
1.01 Entry into a Material Definitive Agreement.
On
December 31, 2009, TranSwitch Corporation, a Delaware corporation (the
“Company”), entered into a Common Stock Purchase Agreement (the “Common Stock
Purchase Agreement”) with Seaside 88, LP, a Florida limited partnership
(“Seaside”), relating to the offering and sale (the “Offering”) of up to
1,950,000 shares (the “Shares”) of the Company’s common stock, par value $0.001
per share (the “Common Stock”). The Common Stock Purchase
Agreement requires the Company to issue and sell, and Seaside to purchase, up to
75,000 shares of Common Stock once every two (2) weeks, subject to the
satisfaction of customary closing conditions, beginning on January 4, 2010 (the
“Initial Closing”) and ending on or about the date that is fifty (50) weeks
subsequent to the Initial Closing. The offering price of the Common
Stock at each closing is an amount equal to the lower of (i) the daily volume
weighted average of actual trading prices of the Common Stock on the trading
market (the “VWAP”) for the ten consecutive trading days immediately prior to a
Closing Date multiplied by 0.875 and (ii) the VWAP for the trading day
immediately prior to a Closing Date multiplied by 0.90.
In the
event that the 3-Day VWAP, as defined in the Common Stock Purchase Agreement,
does not equal or exceed $1.00 (the “Floor”), as calculated with respect to any
subsequent closing date, then such subsequent closing will not occur, and there
will be one fewer subsequent closing and the aggregate number of Shares to be
purchased under the Common Stock Purchase Agreement will be reduced by 75,000
shares for each subsequent closing that does not occur because the Floor has not
been reached.
The
Common Stock Purchase Agreement provides that the Company may, upon ten days’
prior written notice to Seaside, terminate the Common Stock Purchase Agreement
after the fifth subsequent closing (i.e., after six closings) but prior to the
sixth subsequent closing. The Common Stock Purchase Agreement
contains representations and warranties and covenants for each party, which must
be true and have been performed at each closing.
The
Company has agreed to indemnify and hold harmless Seaside against certain
liabilities in connection with the issuance and sale of the Shares under the
Common Stock Purchase Agreement.
The price
per share for the Initial Closing was $1.6025, and the Company raised gross
proceeds of approximately $120,000 at such Closing, before estimated
offering expenses of approximately $33,545. The amounts to be raised
in subsequent closings are not estimable as of the date of this Current Report
on Form 8-K.
The
Offering is made pursuant to the Company’s shelf registration statement on Form
S-3 (File No. 333-162609), which was declared effective by the Securities and
Exchange Commission on October 28, 2009. The Company, pursuant to
Rule 424(b) under the Securities Act of 1933, has filed with the Securities and
Exchange Commission a prospectus supplement relating to the
Offering.
On
January 4, 2010, the Company issued a press release announcing the Common Stock
Purchase Agreement and Initial Closing. A copy of the press release
is attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
The
foregoing is only a summary of the material terms of the Common Stock Purchase
Agreement and does not purport to be a complete description of the rights and
obligations of the parties thereunder. The foregoing description is
qualified in its entirety by reference to the Common Stock Purchase Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
This
Current Report on Form 8-K contains forward-looking statements that involve risk
and uncertainties, such as statements related to the anticipated subsequent
closings of the Offering. The risks and uncertainties involved
include the Company’s ability to satisfy certain conditions to closing on a
timely basis or at all, the substantial dilution to current stockholders as a
result of the purchase price discount offered to Seaside, and the market
overhang of shares available for sale that may develop as a result of the
subsequent resale by Seaside of the Shares it may purchase under the Common
Stock Purchase Agreement, as well as other risks detailed from time to time in
the Company’s periodic filings with the Securities and Exchange
Commission.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Common
Stock Purchase Agreement dated December 31, 2009 by and between TranSwitch
Corporation and Seaside 88, LP.
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99.1
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Press
release dated January 4, 2010.
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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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January
4, 2010
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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
10.1
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Common
Stock Purchase Agreement dated December 31, 2009 by and between TranSwitch
Corporation and Seaside 88, LP.
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Exhibit
99.1
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Press
release dated January 4, 2010.
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