SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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 4, 2012
(Exact name of registrant as specified in
|(State or other jurisdiction of
|| File Number)
|| Identification No.)|
Three Enterprise Drive
Shelton, Connecticut 06484
(Address of principal executive offices) (Zip
Registrant's telephone number, including
area code: (203) 929-8810
(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
¨ 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)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 4, 2012, TranSwitch Corporation
(the “Company”) received a letter from the Nasdaq Stock Market indicating that for 30 consecutive business days the
Company's common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per
share as required by Nasdaq Listing Rule 5550(a)(2).
The notification of noncompliance has no
immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market. Under the Nasdaq Listing
Rules, if during the 180 calendar days following the date of the notification, or prior to June 3, 2013, the closing bid price
of the Company's stock is at or above $1.00 for a minimum of 10 consecutive business days, the Company will regain compliance with
the Minimum Bid Price Requirement and the common stock will continue to be eligible for listing on the Nasdaq Capital Market.
In the event the Company does not regain
compliance by June 3, 2013, the Company may be eligible for additional time. To qualify, the Company will be required to meet the
continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital
Market, with the exception of the Minimum Bid Price Requirement, and will need to provide written notice of its intention to cure
the deficiency during the second compliance period. If the Company meets these requirements, Nasdaq will inform the Company that
it has been granted an additional 180 calendar days. However, if it appears to Nasdaq that the Company will not be able to cure
the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will
be subject to delisting. The Company may, at that time, appeal the Nasdaq determination to a Nasdaq Hearing Panel. Such an appeal,
if granted, would stay delisting until a Panel ruling.
The Company intends to monitor the closing
bid price of its common stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum
Bid Price Requirement under the Nasdaq Listing Rules.
On December 6, 2012, the Company issued
a press release entitled “TranSwitch Corporation Receives Nasdaq Minimum Bid Price Non-Compliance Letter.” A copy of
the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On December 5, 2012, the Company issued
a press release announcing that it recently completed two licensing agreements with major network equipment OEMs for a combined
amount of approximately $4 million. A copy of the press release is filed as Exhibit 99.2 to this Current Report and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press release dated December 6, 2012, entitled “TranSwitch Corporation Receives Nasdaq Minimum
Bid Price Non-Compliance Letter”|
|99.2||Press release dated December 5, 2012, entitled “TranSwitch Completes Licensing Agreements
Totaling $4 Million”|
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.
|December 6, 2012
||/s/ Robert A. Bosi|
||Robert A. Bosi|
||Vice President and Chief Financial Officer|
||Press release dated December 6, 2012, entitled “TranSwitch Corporation Receives Nasdaq Minimum Bid Price Non-Compliance Letter”|
||Press release dated December 5, 2012, entitled “TranSwitch Completes Licensing Agreements Totaling $4 Million”|