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 9, 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
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(Address
of principal executive offices) (Zip
Code)
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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.
Indemnification
Agreement
In
connection with his election to the Board of Directors of TranSwitch Corporation
(the “Company”), as further described in Item 5.02(d) below, the Company entered
into an indemnification agreement with Dr. M. Ali Khatibzadeh.
The
Indemnification Agreement supplements existing indemnification provisions of the
Company’s Amended and Restated Certificate of Incorporation, as amended, and, in
general, provides for indemnification to the maximum extent permitted by
Delaware law, subject to the exceptions, terms and conditions provided in the
Indemnification Agreement. The Indemnification Agreement also provides that the
Company will advance to the indemnified person, if requested by an indemnified
person, expenses incurred in connection with any proceeding arising out of such
indemnified person’s service to the Company, subject to reimbursement by the
indemnified person should a final judicial determination be made that
indemnification is not available under applicable law, and that the Company may
purchase and maintain insurance against any liability asserted against, and
incurred by, the indemnified person arising out of their service to the Company,
if such insurance is available on commercially reasonable terms.
The
foregoing description of the Indemnification Agreement does not purport to be
complete and is qualified in its entirety by reference to the form of
Indemnification Agreement, the form of which was filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K as filed with the SEC on April 9, 2009 is
and 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.
(c)
Option
Grant to the President and Chief Executive Officer
On
December 9, 2009 (the “Date of Grant”), the Board issued, as provided for in the
Employment Agreement dated November 5, 2009 by and between the Company and
Dr. Khatibzadeh (the
“Employment Agreement”), the form of which was filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K as filed with the SEC on November 12,
2009,
a grant of 187,500 incentive stock options to purchase common
stock, par value $0.001 per share (the “Common Stock”), to
Dr. Khatibzadeh
as
President and Chief Executive Officer. Such options have an
exercise price of $2.43 which is equal to the closing price of the Company’s
Common Stock as quoted on the Nasdaq Capital Market on the Date of
Grant. Such options began vesting on December 1, 2009 (the “Effective
Date”) and vest annually in 25% tranches on the anniversary of the
Effective Date over the following four years. The option grant was
made under the Company’s 2008 Equity Incentive Plan, as amended (the “2008
Plan”), pursuant to a stock option award agreement, the form of which was filed
as Exhibit 4.3 to the Company’s Registration Statement on Form S-8 as filed with
the SEC on May 22, 2008 and is incorporated herein by
reference.
Restricted Stock Unit Grants
to the President and Chief Executive
Officer
On
December 9, 2009, the Board issued, as provided for in the Employment Agreement,
a grant of 137,500 restricted stock units (“RSUs”) to
Dr. Khatibzadeh
, as
President and Chief Executive Officer. Such RSUs began vesting
on the Effective Date and vest annually in 25% tranches on the anniversary
of the Effective Date over the following four years.
The grant of RSUs was made
under the Company’s 2008 Plan, pursuant to a restricted stock award agreement,
the form of which was
filed as Exhibit 4.5 to the Company’s Registration
Statement on Form S-8 as filed with the SEC on May 22, 2008 and is incorporated
herein by reference
(d) Also
on December 9, 2009, the Board elected Dr. Khatibzadeh as a Director of the
Company, effective immediately.
Dr.
Khatibzadeh has over twenty years of engineering and general management
experience in the communications semiconductor industry. Prior to his
appointment as President and Chief Executive Officer at the Company, 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.
Item 8.01
Other Events.
On
December 11, 2009, the Company issued a press release announcing that it had
received notification from The Nasdaq Stock Market Listing Qualifications
Department (“NASDAQ”) that, because the closing bid price of the Company’s
common stock has been at or above $1.00 per share for at least 10 consecutive
trading days, the Company has regained compliance with the minimum bid price
requirement pursuant to Listing Rule 5550(a)(2) and the matter is now
closed. The press release is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
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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Form
of Stock Option Award Agreement under the 2008 Equity Incentive Plan
(incorporated by reference to Exhibit 4.3 of the Company’s Registration
Statement on Form S-8 (File No. 333-151113) as filed with the Securities
and Exchange Commission on May 22, 2008).
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10.2
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Form
of
Restricted
Stock Award Agreement
(incorporated by reference to Exhibit 4.5 of
the Company’s Registration Statement on Form S-8 (File No. 333-151113) as
filed with the Securities and Exchange Commission on May 22,
2008).
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10.3
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Form
of Director Indemnification Agreement (incorporated by reference to
Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.
000-25996) as filed with the Securities and Exchange Commission on April
9, 2009).
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99.1
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Press
Release of TranSwitch Corporation, dated December 11, 2009, as filed
herewith.
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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.
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TRANSWITCH
CORPORATION
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December
11, 2009
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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 and Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Form
of Stock Option Award Agreement under the 2008 Equity Incentive Plan
(incorporated by reference to Exhibit 4.3 of the Company’s Registration
Statement on Form S-8 (File No. 333-151113) as filed with the Securities
and Exchange Commission on May 22, 2008).
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10.2
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Form
of
Restricted
Stock Award Agreement
(incorporated by reference to Exhibit 4.5 of
the Company’s Registration Statement on Form S-8 (File No. 333-151113) as
filed with the Securities and Exchange Commission on May 22,
2008).
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10.3
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Form
of Director Indemnification Agreement (incorporated by reference to
Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.
000-25996) as filed with the Securities and Exchange Commission on April
9, 2009).
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99.1
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Press
Release of TranSwitch Corporation, dated December 11, 2009, as filed
herewith.
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Transwitch (MM) (NASDAQ:TXCCD)
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Transwitch (MM) (NASDAQ:TXCCD)
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