TranSwitch® Corporation (NASDAQ: TXCC), a leading provider of
semiconductor solutions for the converging data, video and voice
wireline and wireless networks, announced today that its Board of
Directors has approved the implementation of a one-for-eight reverse
stock split of the Company's common stock. The reverse stock split,
which was authorized by the stockholders at the Company's 2009 annual
meeting of stockholders on May 21, 2009, will take effect at 11:59 p.m.
(Eastern Time) on November 23, 2009 (the "Effective Time"). Trading of
TranSwitch’s common stock on the Nasdaq Capital Market will continue, on
a reverse stock split-adjusted basis, with the opening of the markets on
November 24, 2009.
The reverse stock split has been implemented in part to enable the
Company to reestablish compliance with Nasdaq Marketplace Rule
5450(a)(2), requiring a $1 minimum closing bid price. The Company had
been notified that it would be required to demonstrate compliance with
the minimum closing bid price requirement by last Friday, November 6,
2009.
For the purpose of identifying a recent 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
23, 2009.
As a result of the reverse stock split, each eight shares of
TranSwitch’s common stock that are 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
below. 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
date 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.
The Company’s transfer agent, Computershare Trust Company (www.computershare.com),
will act as exchange agent for the reverse stock split. Stockholders of
record as of the Effective Time will receive a letter of transmittal
providing instructions for the exchange of their stock certificates as
soon as practicable following the reverse stock split. Stockholders who
hold their shares in "street name" will be contacted by their banks or
brokers with any instructions.
Stockholders who would otherwise hold fractional shares because the
number of shares of common stock they hold before the reverse stock
split is not evenly divisible by the reverse stock split ratio will be
entitled to receive cash (without interest or deduction) in lieu of such
fractional shares. Where shares are held in certificated form,
stockholders must provide Computershare Trust Company with a properly
completed and duly executed transmittal letter and surrender all old
certificate(s), after which they will receive an amount equal to the
proceeds attributable to the sale of such fractional shares following
the aggregation and sale by Computershare Trust Company of all
fractional shares otherwise issuable. Stockholders who hold their stock
in "street name" should contact their brokers for further information
regarding payment for fractional shares.
About TranSwitch Corporation:
TranSwitch Corporation (Nasdaq: TXCC) designs, develops and markets
innovative semiconductors and technologies that provide core
functionality and complete solutions for voice, data and video
communications network equipment. As a leading supplier to telecom,
datacom, cable television and wireless markets, TranSwitch customers
include the major OEMs that serve the worldwide public network, the
Internet, and corporate Wide Area Networks (WANs). TranSwitch devices
are inherently flexible, many incorporating embedded programmable
microcontrollers to rapidly meet customers’ new requirements or evolving
network standards by modifying a function via software instruction.
TranSwitch implements global communications standards in its VLSI
solutions and is committed to providing high-quality products and
services. TranSwitch, Shelton, CT, is an ISO 9001 registered company.
For more information, visit www.transwitch.com.
Forward-looking statements in this release, including statements
regarding management's expectations for future financial results and the
markets for TranSwitch's products, are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that these forward-looking statements regarding
TranSwitch, its operations and its financial results involve risks and
uncertainties, including without limitation risks associated with
acquiring new businesses; of downturns in economic conditions generally
and in the telecommunications and data communications markets and the
semiconductor industry specifically; risks in product development and
market acceptance of and demand for TranSwitch's products and products
developed by TranSwitch's customers; risks relating to TranSwitch's
indebtedness; risks of failing to attract and retain key managerial and
technical personnel; risks associated with foreign sales and high
customer concentration; risks associated with competition and
competitive pricing pressures; risks associated with investing in new
businesses; risks of dependence on third-party VLSI fabrication
facilities; risks related to intellectual property rights and
litigation; risks in technology development and commercialization; and
other risks detailed in TranSwitch's filings with the Securities and
Exchange Commission.
TranSwitch is a registered trademark of TranSwitch Corporation.