TRANSWITCH CORP /DE - FORM 8-K - March 22, 2010
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| EX-10.1 - TRANSWITCH CORP /DE | v178180_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): March
17, 2010
TRANSWITCH
CORPORATION
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
0-25996
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06-1236189
|
|
(State
or other jurisdiction of
|
(Commission
|
(I.R.S.
Employer
|
|
incorporation)
|
File
Number)
|
Identification No.)
|
|
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):
|
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 March
17, 2010, TranSwitch Corporation, a Delaware corporation (the “Company”), agreed
to amend (the “Amendment”) its Common Stock Purchase Agreement (the “Common
Stock Purchase Agreement”) with Seaside 88, LP, a Florida limited partnership
(“Seaside”), dated December 31, 2009, relating to the offering and sale (the
“Offering”) of up to 1,950,000 shares of the Company’s common stock, par
value $0.001 per share. The Amendment provides that the Company may,
upon ten days’ prior written notice to Seaside, terminate the Common Stock
Purchase Agreement at any time after the eleventh subsequent closing (i.e.,
after twelve closings). The terms of the Common Stock Purchase Agreement
are more fully described in the Company’s Current Report on Form 8-K as filed
with the Securities and Exchange Commission on January 4, 2010.
The
foregoing description is qualified in its entirety by reference to the
Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
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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Amendment
dated March 17, 2010 to the Common Stock Purchase Agreement dated December
31, 2009 by and between TranSwitch Corporation and Seaside 88,
LP.
|
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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||
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March
22, 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
|
Amendment
dated March 17, 2010 to the Common Stock Purchase Agreement dated December
31, 2009 by and between TranSwitch and Seaside 88, LP.
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