TranSwitch® Corporation (NASDAQ: TXCC), a leading provider of
semiconductor solutions for the converging data, video and voice
wireline and wireless networks, announced today that a previously
approved reverse split of its common stock will take effect at 11:59
p.m. (Eastern Time) today (the "Effective Time") and be reflected in the
market at the start of NASDAQ trading on Tuesday, November 24, 2009 on a
1-for-8 split-adjusted basis. The Company’s shares will continue to
trade on the NASDAQ Capital Market under the symbol "TXCC," with the
letter "D" added to the end of the trading symbol commencing on November
24, 2009 for a period of 20 trading days to indicate the reverse stock
split has occurred. The Company's symbol will revert back to its
original symbol "TXCC" on December 22, 2009. A new CUSIP number will be
assigned to the Company’s common stock when the split becomes effective.
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
received a NASDAQ Staff determination letter dated November 9, 2009,
notifying the Company that it has not complied with NASDAQ Marketplace
Rule 5550(a)(2). The Company requested an appeal of NASDAQ’s
determination, pursuant to the procedures set forth in the NASDAQ
Marketplace Rule 5800 Series. A hearing request will stay the delisting
of TranSwitch’s securities pending the Panel's decision. The Company
believes that the implementation of the reverse stock split will provide
the Company with the opportunity to be in compliance with the
Marketplace Rule by early December.
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, N.A. (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,
continued listing 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.