<PAGE>
As filed with the Securities and Exchange Commission
on July 23, 1997
Registration No. 333-
------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
TRANSWITCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-1236189
- --------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8 Progress Drive, Shelton, CT 06484
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
SECOND AMENDED AND RESTATED 1995 STOCK PLAN
-------------------------------------------
(Full title of the plan)
--------------------------
DR. SANTANU DAS
President and Chief Executive Officer
TRANSWITCH CORPORATION
8 Progress Drive
Shelton, Connecticut 06484
(203) 929-8810
(Name, address including zip code and telephone number,
including area code, of agent for service)
--------------------------
Copy to:
STEVEN C. BROWNE
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, MA 02110
(617) 248-7000
================================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Second Amended
and Restated 1995
Stock Plan
Common Stock,
$.001 par value 900,000 shares $8.75(1) $7,875,000(1) $2,387.00
==================================================================================
</TABLE>
(1) The price of $8.75 per share, which is the average of the high and low
prices reported on the Nasdaq National Market on July 17, 1997, is set
forth solely for purposes of calculating the filing fee pursuant to Rule
457(c).
================================================================================
2
<PAGE>
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the Registrant's 1989 Stock Option Plan, 1995 Stock Plan, 1995 Non-
Employee Director Stock Option Plan and 1995 Employee Stock Purchase Plan is
effective. Pursuant to General Instruction E to Form S-8, the Registrant hereby
incorporates by reference herein the information contained in the Registrant's
Registration Statement on Form S-8 (Registration No. 33-94234) as filed with the
Securities and Exchange Commission (the "Commission") on June 30, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
(a) Registrant's Annual Report on Form 10-K (Commission File Number
0-25996) for the fiscal year ended December 31, 1996, filed with the
Commission on March 28, 1997; and
(b) Registrant's Quarterly Report on Form 10-Q (Commission File Number
0-25996) for the fiscal quarter ended March 31, 1997, filed with the
Commission on May 12, 1997.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 8. Exhibits
--------
Exhibit No. Description of Exhibit
----------- ----------------------
Exhibit 4.1 Specimen certificate representing the Common Stock of the
Registrant (filed as Exhibit 4.1 to Registrant's Registration
Statement on Form S-1 (File No. 33-91694) and incorporated
herein by reference).
Exhibit 4.2 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.2 to Registrant's Registration
Statement on Form S-1 (File No. 33-91694) and incorporated
herein by reference).
3
<PAGE>
Exhibit 4.3 By-laws of the Registrant, as amended and restated (filed as
Exhibit 3.3 to Registrant's Registration Statement on Form
S-1 (File No. 33-91694) and incorporated herein by
reference).
Exhibit 4.4 Second Amended and Restated 1995 Stock Plan (filed as Exhibit
10.2 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 and incorporated herein
by reference).
Exhibit 4.5 Form of Incentive Stock Option Agreement under the Second
Amended and Restated 1995 Stock Plan of the Registrant.
Exhibit 4.6 Form of Non-Qualified Stock Option Agreement under the Second
Amended and Restated 1995 Stock Plan of the Registrant.
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of KPMG Peat Marwick LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
TranSwitch Corporation, certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Shelton, State of Connecticut, on this July 10,
1997.
TRANSWITCH CORPORATION
By: /s/ Dr. Santanu Das
-------------------
Dr. Santanu Das
President, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Dr. Santanu Das
and Michael F. Stauff his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------ ------------- -------------
<S> <C> <C>
/s/ Dr. Santanu Das President, Chief Executive July 10, 1997
- --------------------------- Officer and Director
Dr. Santanu Das (Principal Executive Officer)
/s/ Michael F. Stauff Vice President, Chief Financial July 10, 1997
- --------------------------- Officer and Treasurer
Michael F. Stauff (Principal Financial and Accounting
Officer)
/s/ Dr. Steward S. Flaschen Director July 10, 1997
- ---------------------------
Dr. Steward S. Flaschen
/s/ Dr. Charles Lee Director July 10, 1997
- ---------------------------
Dr. Charles Lee
/s/ Dr. Ljubomir Micic Director July 10, 1997
- ---------------------------
Dr. Ljubomir Micic
/s/ Dr. Albert E. Paladino Director July 10, 1997
- ---------------------------
Dr. Albert E. Paladino
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
Exhibit 4.1 Specimen certificate representing the Common Stock of the
Registrant (filed as Exhibit 4.1 to Registrant's Registration
Statement on Form S-1 (File No. 33-91694) and incorporated herein
by reference).
Exhibit 4.2 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.2 to Registrant's Registration
Statement on Form S-1 (File No. 33-91694) and incorporated herein
by reference).
Exhibit 4.3 By-laws of the Registrant, as amended and restated (filed as
Exhibit 3.3 to Registrant's Registration Statement on Form S-1
(File No. 33-91694) and incorporated herein by reference).
Exhibit 4.4 Second Amended and Restated 1995 Stock Plan (filed as Exhibit
10.2 to Registrant's Annual Report on Form 10-K and incorporated
herein by reference).
Exhibit 4.5 Form of Incentive Stock Option Agreement under the Second Amended
and Restated 1995 Stock Plan of the Registrant.
Exhibit 4.6 Form of Non-Qualified Stock Option Agreement under the Second
Amended and Restated 1995 Stock Plan of the Registrant.
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of KPMG Peat Marwick LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature page to this
Registration Statement).
</TABLE>
<PAGE>
Exhibit 4.5
TRANSWITCH CORPORATION
Incentive Stock Option Agreement
--------------------------------
TranSwitch Corporation, a Delaware corporation (the "Company"), hereby
grants as of ___________, 199_ to _______________________ (the "Employee"), an
option to purchase a maximum of __________ shares (the "Option Shares") of its
Common Stock, $.001 par value ("Common Stock"), at the price of $________ per
share, on the following terms and conditions:
1. Grant Under Second Amended and Restated 1995 Stock Plan. This option
-------------------------------------------------------
is granted pursuant to and is governed by the Company's Second Amended and
Restated 1995 Stock Plan (the "Plan") and, unless the context otherwise
requires, terms used herein shall have the same meaning as in the Plan.
Determinations made in connection with this option pursuant to the Plan shall be
governed by the Plan as it exists on this date.
2. Grant as Incentive Stock Option; Other Options. This option is
----------------------------------------------
intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). This option is in
addition to any other options heretofore or hereafter granted to the Employee by
the Company or any Related Corporation (as defined in the Plan), but a duplicate
original of this instrument shall not effect the grant of another option.
3. Vesting of Option if Employment Continues. If the Employee has
-----------------------------------------
continued to be employed by the Company or any Related Corporation on the
following dates, the Employee may exercise this option for the number of shares
of Common Stock set opposite the applicable date:
[INSERT VESTING SCHEDULE]
The foregoing rights are cumulative and, while the Employee continues to be
employed by the Company or any Related Corporation, may be exercised on or
before the date which is ten (10) years from the date this option is granted.
All of the foregoing rights are subject to Sections 4 and 5, as appropriate, if
the Employee ceases to be employed by the Company and all Related Corporations.
4. Termination of Employment.
-------------------------
(a) Termination Other Than for Cause: If the Employee ceases to be
--------------------------------
employed by the Company and all Related Corporations, other than by reason of
death or disability as defined in Section 5 or termination for Cause as defined
in Section 4(c), no further installments of this option shall become
exercisable, and this option shall terminate on the earlier of (i) ninety (90)
days after the date of termination of the Employee's employment, or (ii) the
<PAGE>
scheduled expiration date of this option. In such a case, the Employee's only
rights hereunder shall be those which are properly exercised before the
termination of this option.
(b) Termination for Cause: If the employment of the Employee is
---------------------
terminated for Cause (as defined in Section 4(c)), this option shall terminate
upon the Employee's receipt of written notice of such termination and shall
thereafter not be exercisable to any extent whatsoever.
(c) Definition of Cause: "Cause" shall mean conduct involving one or
-------------------
more of the following: (i) the substantial and continuing failure of the
Employee, after notice thereof, to render services to the Company or Related
Corporation in accordance with the terms or requirements of his or her
employment; (ii) disloyalty, gross negligence, willful misconduct, dishonesty or
breach of fiduciary duty to the Company or Related Corporation; (iii) the
commission of an act of embezzlement or fraud; (iv) deliberate disregard of the
rules or policies of the Company or Related Corporation which results in direct
or indirect loss, damage or injury to the Company or Related Corporation; (v)
the unauthorized disclosure of any trade secret or confidential information of
the Company or Related Corporation; or (vi) the commission of an act which
constitutes unfair competition with the Company or Related Corporation or which
induces any customer or supplier to breach a contract with the Company or
Related Corporation.
5. Death; Disability.
-----------------
(a) Death: If the Employee ceases to be employed by the Company and
-----
all Related Corporations by reason of his or her death, this option may be
exercised, to the extent otherwise exercisable on the date of death, by the
estate, personal representative or beneficiary who has acquired this option by
will or by the laws of descent and distribution, until the earlier of (i) the
specified expiration date of this option or (ii) 180 days from the date of the
Employee's death.
(b) Disability: If the Employee ceases to be employed by the Company
----------
and all Related Corporations by reason of his or her disability (as defined in
Paragraph 10(B) of the Plan), the Employee shall have the right to exercise this
option on the date of termination of employment, for the number of shares for
which he or she could have exercised it on that date, until the earlier of (i)
the specified expiration date of this option or (ii) 180 days from the date of
the termination of the Employee's employment.
(c) Effect of Termination: At the expiration of the 180-day period
---------------------
provided in paragraph (a) or (b) of this Section 5 or the scheduled expiration
date, whichever is the earlier, this option shall terminate and the only rights
hereunder shall be those as to which the option was properly exercised before
such termination.
6. Partial Exercise. The Employee may exercise this option in part at
----------------
any time and from time to time within the above limits, except that the Employee
may not exercise this option for a fraction of a share unless such exercise is
with respect to the final installment of stock subject to this option and cash
in lieu of a fractional share must be paid, in accordance with
<PAGE>
Paragraph 13(G) of the Plan, to permit the Employee to exercise completely such
final installment. Any fractional share with respect to which an installment of
this option cannot be exercised because of the limitation contained in the
preceding sentence shall remain subject to this option and shall be available
for later purchase by the Employee in accordance with the terms hereof.
7. Payment of Price. (a) The option price shall be paid in the following
----------------
manner:
(i) in United States dollars in cash or by check;
(ii) subject to paragraph 7(b) below, through delivery of
shares of Common Stock having a fair market value
(determined by the Board of Directors of the Company or a
committee appointed by the Board) equal as of the date of
the exercise to the cash exercise price of the Option;
(iii) consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the
proceeds from the sale of the Common Stock acquired upon
exercise of the Option and an authorization to the broker
or selling agent to pay that amount to the Company, which
sale shall be at the participant's direction at the time
of exercise; or
(iv) by any combination of (i), (ii) or (iii) above.
(b) Limitations on Payment by Delivery of Common Stock: If the
--------------------------------------------------
Employee delivers Common Stock held by the Employee ("Old Stock") to the Company
in full or partial payment of the option price, and the Old Stock so delivered
is subject to restrictions or limitations imposed by agreement between the
Employee and the Company, an equivalent number of Option Shares shall be subject
to all restrictions and limitations applicable to the Old Stock to the extent
that the Employee paid for the Option Shares by delivery of Old Stock, in
addition to any restrictions or limitations imposed by this Agreement.
Notwithstanding the foregoing, the Employee may not pay any part of the exercise
price hereof by transferring Common Stock to the Company unless the Employee has
owned such Common Stock free of any substantial risk of forfeiture for at least
six months.
(c) Permitted Payment by Recourse Note: In addition, if this
----------------------------------
paragraph is signed below by the person signing this Agreement on behalf of the
Company, the option price may be paid by delivery of the Employee's personal
recourse note bearing interest payable not less than annually at no less than
100% of the lowest applicable Federal rate, as defined in Section 1274(d) of the
Code.
---------------------------
signature
<PAGE>
8. Method of Exercising Option. Subject to the terms and conditions
---------------------------
of this Agreement, this option may be exercised by written notice to the Company
at its principal executive office, or to such transfer agent as the Company
shall designate. Such notice shall state the election to exercise this option
and the number of Option Shares for which it is being exercised and shall be
signed by the person or persons exercising this option. Such notice shall be
accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares as
soon as practicable after the notice shall be received. Such certificate or
certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option is exercised by the Employee and if
the Employee requests in the notice exercising this option, shall be registered
in the name of the Employee and another person jointly, with right of
survivorship). In the event this option is exercised, pursuant to Section 5
hereof, by any person or persons other than the Employee, such notice shall be
accompanied by appropriate proof of the right of such person or persons to
exercise this option.
9. Option Not Transferable. This option is not transferable or
-----------------------
assignable except by will or by the laws of descent and distribution. During
the Employee's lifetime only the Employee can exercise this option.
10. No Obligation to Exercise Option. The grant and acceptance of
--------------------------------
this option imposes no obligation on the Employee to exercise it.
11. No Obligation to Continue Employment. Neither the Plan, this
------------------------------------
Agreement, nor the grant of this option imposes any obligation on the Company or
any Related Corporation to continue the Employee in employment.
12. No Rights as Stockholder until Exercise. The Employee shall have
---------------------------------------
no rights as a stockholder with respect to the Option Shares until the date of
issuance of a stock certificate to the Employee. Except as is expressly provided
in the Plan with respect to certain changes in the capitalization and stock
dividends of the Company, no adjustment shall be made for dividends or similar
rights for which the record date is before the date such stock certificate is
issued.
13. Capital Changes and Business Successions. The Plan contains
----------------------------------------
provisions covering the treatment of options in a number of contingencies such
as stock splits and mergers. Provisions in the Plan for adjustment with respect
to stock subject to options and the related provisions with respect to
successors to the business of the Company are hereby made applicable hereunder
and are incorporated herein by reference.
14. Early Disposition. The Employee agrees to notify the Company in
-----------------
writing immediately after the Employee transfers any Option Shares, if such
transfer occurs on or before the later of (a) the date two years after the date
of this Agreement or (b) the date one year after the date the Employee acquired
such Option Shares. The Employee also agrees to provide the Company with any
information concerning any such transfer required by the Company for tax
purposes.
<PAGE>
15. Withholding Taxes. If the Company or any Related
-----------------
Corporation in its discretion determines that it is obligated to withhold any
tax in connection with the exercise of this option, the making of a
Disqualifying Disposition (as defined in Paragraph 18 of the Plan), the vesting
or transfer of Option Shares acquired on the exercise of this option, or the
making of a distribution or other payment with respect to the Option Shares, the
Employee hereby agrees that the Company or any Related Corporation may withhold
from the Employee's wages or other remuneration the appropriate amount of tax.
At the discretion of the Company or Related Corporation, the amount required to
be withheld may be withheld in cash from such wages or other remuneration or in
kind from the Common Stock or other property otherwise deliverable to the
Employee on exercise of this option. The Employee further agrees that, if the
Company or any Related Corporation does not withhold an amount from the
Employee's wages or other remuneration sufficient to satisfy the withholding
obligation of the Company or Related Corporation, the Employee will make
reimbursement on demand, in cash, for the amount underwithheld.
16. Provision of Documentation to Employee. By signing this
--------------------------------------
Agreement the Employee acknowledges receipt of a copy of this Agreement and a
copy of the Plan.
17. Miscellaneous.
-------------
(a) Notices: All notices hereunder shall be in writing and
-------
shall be deemed given when sent by certified or registered mail, postage
prepaid, return receipt requested, to the address set forth below. The addresses
for such notices may be changed from time to time by written notice given in the
manner provided for herein.
(b) Entire Agreement; Modification: This Agreement
------------------------------
constitutes the entire agreement between the parties relative to the subject
matter hereof, and supersedes all proposals, written or oral, and all other
communications between the parties relating to the subject matter of this
Agreement. This Agreement may be modified, amended or rescinded only by a
written agreement executed by both parties.
(c) Severability: The invalidity, illegality or
------------
unenforceability of any provision of this Agreement shall in no way affect the
validity, legality or enforceability of any other provision.
(d) Successors and Assigns: This Agreement shall be binding
----------------------
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, subject to the limitations set forth in Section 9
hereof.
(e) Governing Law: This Agreement shall be governed by and
-------------
interpreted in accordance with the laws of the State of Delaware, without giving
effect to the principles of the conflicts of laws thereof.
<PAGE>
IN WITNESS WHEREOF, the Company and the Employee have caused this
instrument to be executed as of the date first above written.
TranSwitch Corporation
- ---------------------------- 8 Progress Drive
Employee Shelton, CT 06484
By:
- ---------------------------- --------------------------------
Print Name of Employee [Name of officer]
- ---------------------------- -----------------------------------
Street Address Title
- ----------------------------
City State Zip Code
<PAGE>
Exhibit 4.6
TRANSWITCH CORPORATION
Non-Qualified Stock Option Agreement
------------------------------------
TranSwitch Corporation, a Delaware corporation (the "Company"), hereby
grants as of __________, 199_ to ___________ (the "Optionee"), an option to
purchase a maximum of ________ shares (the "Option Shares") of its Common Stock,
$.001 par value ("Common Stock"), at the price of $________ per share, on the
following terms and conditions:
1. Grant Under Second Amended and Restated 1995 Stock Plan. This
-------------------------------------------------------
option is granted pursuant to and is governed by the Company's Second Amended
and Restated 1995 Stock Plan (the "Plan") and, unless the context otherwise
requires, terms used herein shall have the same meaning as in the Plan.
Determinations made in connection with this option pursuant to the Plan shall be
governed by the Plan as it exists on this date.
2. Grant as Non-Qualified Option; Other Options. This option shall
--------------------------------------------
be treated for federal income tax purposes as a Non-Qualified Option (rather
than an incentive stock option). This option is in addition to any other options
heretofore or hereafter granted to the Optionee by the Company or any Related
Corporation (as defined in the Plan), but a duplicate original of this
instrument shall not effect the grant of another option.
3. Vesting of Option if Business Relationship Continues. If the
----------------------------------------------------
Optionee has continued to serve the Company or any Related Corporation in the
capacity of an employee, officer, director or consultant (such service is
described herein as maintaining or being involved in a "Business Relationship
with the Company") on the following dates, the Optionee may exercise this option
for the number of shares of Common Stock set opposite the applicable date:
[INSERT VESTING SCHEDULE]
The foregoing rights are cumulative and, while the Optionee continues to
maintain a Business Relationship with the Company, may be exercised up to and
including the date which is ten (10) years from the date this option is granted.
All of the foregoing rights are subject to Sections 4 and 5, as appropriate, if
the Optionee ceases to maintain a Business Relationship with the Company dies,
becomes disabled or undergoes dissolution while involved in a Business
Relationship with the Company.
4. Termination of Business Relationship.
------------------------------------
(a) Termination Other than for Cause: If the Optionee's Business
--------------------------------
Relationship with the Company is terminated, other than by reason of death,
disability or dissolution as defined in Section 5 or termination for Cause as
defined in Section 4(c), no further installments of this option shall become
exercisable, and this option shall terminate after the
<PAGE>
passage of ninety (90) days from the date the Business Relationship ceases, but
in no event later than the scheduled expiration date. In such a case, the
Optionee's only rights hereunder shall be those which are properly exercised
before the termination of this option.
(b) Termination for Cause: If the Optionee's Business
---------------------
Relationship with the Company is terminated for Cause (as defined in Section
4(c)), this option shall terminate upon the Optionee's receipt of written notice
of such termination and shall thereafter not be exercisable to any extent
whatsoever.
(c) Definition of Cause: "Cause" shall mean conduct involving one
-------------------
or more of the following: (i) the substantial and continuing failure of the
Optionee, after notice thereof, to render services to the Company or Related
Corporation in accordance with the terms or requirements of the Optionee's
Business Relationship with the Company; (ii) disloyalty, gross negligence,
willful misconduct, dishonesty or breach of fiduciary duty to the Company or
Related Corporation; (iii) the commission of an act of embezzlement or fraud;
(iv) deliberate disregard of the rules or policies of the Company or Related
Corporation which results in direct or indirect loss, damage or injury to the
Company or Related Corporation; (v) the unauthorized disclosure of any trade
secret or confidential information of the Company or Related Corporation; or
(vi) the commission of an act which constitutes unfair competition with the
Company or Related Corporation or which induces any customer or supplier to
break a contract with the Company or Related Corporation.
5. Death; Disability; Dissolution.
------------------------------
(a) Death: If the Optionee is a natural person who dies while
-----
involved in a Business Relationship with the Company, this option may be
exercised, to the extent otherwise exercisable on the date of his or her death,
by the Optionee's estate, personal representative or beneficiary to whom this
option has been assigned pursuant to Section 9, at any time within 180 days
after the date of death, but not later than the scheduled expiration date.
(b) Disability: If the Optionee is a natural person whose
----------
Business Relationship with the Company is terminated by reason of his or her
disability (as defined in the Plan), this option may be exercised, to the extent
otherwise exercisable on the date the Business Relationship was terminated, at
any time within 180 days after such termination, but not later than the
scheduled expiration date.
(c) Effect of Termination: At the expiration of such 180-day
---------------------
period provided in paragraph (a) or (b) of this Section 5 or the scheduled
expiration date, whichever is the earlier, this option shall terminate and the
only rights hereunder shall be those as to which the option was properly
exercised before such termination.
(d) Dissolution: If the Optionee is a corporation, partnership,
-----------
trust or other entity that is dissolved, is liquidated, becomes insolvent or
enters into a merger or acquisition with respect to which the Optionee is not
the surviving entity, at a time when the Optionee is involved in a Business
Relationship with the Company, this option shall immediately terminate
<PAGE>
as of the date of such event, and the only rights hereunder shall be those as to
which this option was properly exercised before such dissolution or other event.
6. Partial Exercise. This option may be exercised in part at any
----------------
time and from time to time within the above limits, except that this option may
not be exercised for a fraction of a share unless such exercise is with respect
to the final installment of stock subject to this option and cash in lieu of a
fractional share must be paid, in accordance with Paragraph 13(G) of the Plan,
to permit the Optionee to exercise completely such final installment. Any
fractional share with respect to which an installment of this option cannot be
exercised because of the limitation contained in the preceding sentence shall
remain subject to this option and shall be available for later purchase by the
Optionee in accordance with the terms hereof.
7. Payment of Price. (a) The option price shall be paid in the
----------------
following manner:
(i) in United States dollars in cash or by check;
(ii) in the discretion of the Board of Directors/Committee,
subject to paragraph 7(b) below, through delivery of
shares of Common Stock having a fair market value
(determined by the Board of Directors of the Company or
a committee appointed by the Board) equal as of the date
of the exercise to the cash exercise price of the
Option;
(iii) in the discretion of the Board of Directors/Committee,
by delivery of the grantee's personal recourse note
bearing interest payable not less than annually at no
less than 100% of the lowest applicable Federal rate, as
defined in Section 1274(d) of the Code,
(iv) in the discretion of the Board of Directors/Committee,
consistent with applicable law, through the delivery of
an assignment to the Company of a sufficient amount of
the proceeds from the sale of the Common Stock acquired
upon exercise of the Option and an authorization to the
broker or selling agent to pay that amount to the
Company, which sale shall be at the participant's
direction at the time of exercise; or
(v) in the discretion of the Board of Directors/Committee,
by any combination of (i), (ii), (iii) and (iv) above.
(b) Limitations on Payment by Delivery of Common Stock: If the
--------------------------------------------------
Optionee delivers Common Stock held by the Optionee ("Old Stock") to the Company
in full or partial payment of the option price, and the Old Stock so delivered
is subject to restrictions or limitations imposed by agreement between the
Optionee and the Company, an equivalent number of Option Shares shall be subject
to all restrictions and limitations applicable to the Old Stock to the extent
that the Optionee paid for the Option Shares by delivery of Old Stock, in
addition to
<PAGE>
any restrictions or limitations imposed by this Agreement. Notwithstanding the
foregoing, the Optionee may not pay any part of the exercise price hereof by
transferring Common Stock to the Company unless the Optionee has owned such
Common Stock free of any substantial risk of forfeiture for at least six months.
8. Method of Exercising Option. Subject to the terms and conditions of
---------------------------
this Agreement, this option may be exercised by written notice to the Company,
at its principal executive office, or to such transfer agent as the Company
shall designate. Such notice shall state the election to exercise this option
and the number of Option Shares for which it is being exercised and shall be
signed by the person or persons so exercising this option. Such notice shall be
accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares as
soon as practicable after the notice shall be received. Such certificate or
certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising this option, shall
be registered in the name of the Optionee and another person jointly, with right
of survivorship). In the event this option shall be exercised, pursuant to
Section 5 hereof, by any person or persons other than the Optionee, such notice
shall be accompanied by appropriate proof of the right of such person or persons
to exercise this option.
9. Option Not Transferable. This option is not transferable or
-----------------------
assignable except by will or by the laws of descent and distribution or pursuant
to a valid domestic relations order. Except as set forth in the previous
sentence, during the Optionee's lifetime, only the Optionee can exercise this
option.
10. No Obligation to Exercise Option. The grant and acceptance of this
--------------------------------
option imposes no obligation on the Optionee to exercise it.
11. No Obligation to Continue Business Relationship. Neither the Plan,
-----------------------------------------------
this Agreement, nor the grant of this option imposes any obligation on the
Company or any Related Corporation to continue to maintain a Business
Relationship with the Optionee.
12. No Rights as Stockholder until Exercise. The Optionee shall have no
---------------------------------------
rights as a stockholder with respect to the Option Shares until the date of
issuance of a stock certificate to the Optionee. Except as is expressly
provided in the Plan with respect to certain changes in the capitalization and
stock dividends of the Company, no adjustment shall be made for dividends or
similar rights for which the record date is before the date such stock
certificate is issued.
13. Capital Changes and Business Successions. The Plan contains
----------------------------------------
provisions covering the treatment of options in a number of contingencies such
as stock splits and mergers. Provisions in the Plan for adjustment with respect
to stock subject to options and the related provisions with respect to
successors to the business of the Company are hereby made applicable hereunder
and are incorporated herein by reference.
<PAGE>
14. Withholding Taxes. If the Company or any Related Corporation in its
-----------------
discretion determines that it is obligated to withhold any tax in connection
with the exercise of this option, the vesting or transfer of the Option Shares
acquired on the exercise of this option, or the making of a distribution or
other payment with respect to the Option Shares, the Optionee hereby agrees that
the Company or any Related Corporation may withhold from the Optionee's wages or
other remuneration the appropriate amount of tax. At the discretion of the
Company or Related Corporation, the amount required to be withheld may be
withheld in cash from such wages or other remuneration or in kind from the
Common Stock or other property otherwise deliverable to the Optionee on exercise
of this option. The Optionee further agrees that, if the Company or Related
Corporation does not withhold an amount from the Optionee's wages or other
remuneration sufficient to satisfy the withholding obligation of the Company or
Related Corporation, the Optionee will make reimbursement on demand, in cash,
for the amount underwithheld.
15. Provision of Documentation to Optionee. By signing this Agreement the
--------------------------------------
Optionee acknowledges receipt of a copy of this Agreement and a copy of the
Plan.
16. Miscellaneous.
-------------
(a) Notices: All notices hereunder shall be in writing and shall be
-------
deemed given when sent by certified or registered mail, postage prepaid, return
receipt requested, to the address set forth below. The addresses for such
notices may be changed from time to time by written notice given in the manner
provided for herein.
(b) Entire Agreement; Modification: This Agreement constitutes the
------------------------------
entire agreement between the parties relative to the subject matter hereof, and
supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement. This Agreement
may be modified, amended or rescinded only by a written agreement executed by
both parties.
(c) Severability: The invalidity, illegality or unenforceability of
------------
any provision of this Agreement shall in no way affect the validity, legality or
enforceability of any other provision.
(d) Successors and Assigns: This Agreement shall be binding upon and
----------------------
inure to the benefit of the parties hereto and their respective successors and
assigns, subject to the limitations set forth in Section 9 hereof.
(e) Governing Law: This Agreement shall be governed by and
-------------
interpreted in accordance with the laws of the State of Delaware, without giving
effect to the principles of the conflicts of laws thereof. The preceding choice
of law provision shall apply to all claims, under any theory whatsoever, arising
out of the relationship of the parties contemplated herein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have caused this
instrument to be executed as of the date first above written.
TranSwitch Corporation
8 Progress Drive
Shelton, Connecticut 06484
- ----------------------------
Optionee
By:
- ---------------------------- ----------------------------
Print Name of Optionee [Name of officer]
- ---------------------------- -------------------------------
Street Address Title
- ----------------------------
City State Zip Code
<PAGE>
Exhibit 5.1
July 18, 1997
TranSwitch Corporation
8 Progress Drive
Shelton, CT 06484
Re: Registration Statement on Form S-8 Relating to the Second Amended and
Restated 1995 Stock Plan (the "Plan") of TranSwitch Corporation (the
"Company")
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by the Company on or about July 21, 1997
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to an additional 900,000 shares of Common Stock, $.001 par
value per share, of the Company issuable pursuant to the Plan (the "Shares").
We have examined, are familiar with, and have relied as to factual matters
solely upon, copies of the Plan, the Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Company, the minute books
and stock records of the Company and originals or copies of such other
documents, certificates and proceedings as we have deemed necessary for the
purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plan, the terms of any option or purchase right grant thereunder duly
authorized by the Company's Board of Directors or Compensation Committee and any
related agreements with the Company, if any, will be validly issued, full paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 23.1
Consent of Independent Certified Public Accountants
---------------------------------------------------
The Board of Directors and Shareholders of
TranSwitch Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of TranSwitch Corporation of our report dated February 11, 1997, relating to
the consolidated balance sheets of TranSwitch Corporation and subsidiary as of
December 31, 1996 and 1995, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1996, and our report March 25, 1997 on the
related financial statement schedule, which reports appear in the December 31,
1996, annual report on Form 10-K of TranSwitch Corporation.
KPMG Peat Marwick LLP
Stamford, Connecticut
July 18, 1997
