<PAGE>
As filed with the Securities and Exchange Commission on July 19, 1999
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)
Three Enterprise Drive, Shelton, CT 06484
--------------------------------------------
(Address of principal executive offices) (Zip Code)
THIRD AMENDED AND RESTATED 1995 STOCK PLAN
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
--------------------------------------------
(Full title of the plan)
__________________________
DR. SANTANU DAS
President, Chief Executive Officer and Chairman of the Board of Directors
TRANSWITCH CORPORATION
Three Enterprise Drive
Shelton, Connecticut 06484
(203) 929-8810
(Name, address including zip code and telephone number,
including area code, of agent for service)
__________________________
Copy to:
TIMOTHY C. MAGUIRE
Testa, Hurwitz & Thibeault, LLP
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>
THIRD AMENDED AND
RESTATED 1995 STOCK
PLAN 2,738,981 shares 50,125(1) 137,291,423.00(1) $38,168.O0
Common Stock, $.001
par value
1995 NON-EMPLOYEE
DIRECTOR STOCK
OPTION PLAN 200,000 shares 50,125(1) 10,025,000.00(1) $ 2,787.00
Common Stock
$.001 par value
TOTAL 2,938,981 shares $40,955.00
</TABLE>
================================================================================
(1) The price of $50,125 per share, which is the average of the high and low
prices reported on the Nasdaq National Market on July 16, 1999, 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 July 30, 1995 and
Registrant's Registration Statement on Form S-8 (Registration No. 33-31849) as
filed with the Commission on July 23, 1997.
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, 1998, filed with the
Commission on March 26, 1999; and
(b) Registrant's Quarterly Report on Form 10-Q (Commission File Number
0-25996) for the fiscal quarter ended March 31, 1999, filed with the
Commission on May 11, 1999.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, 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, as further amended as of May 27, 1999, filed
herewith.
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 Third Amended and Restated 1995 Stock Plan (filed as an
exhibit to Registrant's Definitive Proxy Statement on
Schedule 14A, filed with the Commission on April 26, 1999
(File No. 0-25996) and incorporated herein by reference).
Exhibit 4.5 Form of Incentive Stock Option Agreement under the Third
Amended and Restated 1995 Stock Plan (filed as Exhibit 4.5
to Registrant's Registration Statement on Form S-8 (File No.
33-94324) and incorporated herein by reference).
Exhibit 4.6 Form of Non-Qualified Stock Option Agreement under the Third
Amended and Restated 1995 Stock Plan of the Registrant
(filed as Exhibit 4.6 to Registrant's Registration Statement
on Form S-8 (File No. 33-94324) and incorporated herein by
reference).
Exhibit 4.7 1995 Non-Employee Director Stock Option Plan (filed as an
exhibit to Registrant's Definitive Proxy Statement on
Schedule 14A, filed with the Commission on April 26, 1999
(File No. 0-25996) and incorporated herein by reference).
Exhibit 4.8 Form of Non-Qualified Stock Option Agreement under the 1995
Non-Employee Director Stock Option Plan (filed as Exhibit
4.8 to the Registrant's Registration Statement on Form S-8
(File No. 33-94234) and incorporated herein by reference).
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of KPMG 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 19,
1999.
TRANSWITCH CORPORATION
By: /s/ Dr. Santanu Das
-------------------
Dr. Santanu Das
President, Chief Executive Officer
and Chairman of the Board of Directors
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.
5
<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 19, 1999
- ------------------------------------ Officer and Chairman of the Board
Dr. Santanu Das of Directors
(Principal Executive Officer)
/s/ Michael F. Stauff Vice President, Chief Financial July 19, 1999
- ------------------------------------ Officer and Treasurer
Michael F. Stauff (Principal Financial and
Accounting Officer)
/s/ Alfred R. Boschulte Director July 19, 1999
- ------------------------------------
Alfred R. Boschulte
/s/ Dr. Steward S. Flaschen Director July 19, 1999
- ------------------------------------
Dr. Steward S. Flaschen
/s/ Erik H. van der Kay Director July 19, 1999
- ------------------------------------
Erik H. van der Kay
/s/ Dr. Ljubomir Micic Director July 19, 1999
- ------------------------------------
Dr. Ljubomir Micic
/s/ James M. Pagos Director July 19, 1999
- ------------------------------------
James M. Pagos
/s/ Dr. Albert E. Paladino Director July 19, 1999
- ------------------------------------
Dr. Albert E. Paladino
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
Exhibit 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, as further amended as of May 27, 1999, filed
herewith.
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 Third Amended and Restated 1995 Stock Plan (filed as exhibit to
Registrant's Definitive Proxy Statement on Schedule 14A, filed
with the Commissioner on April 26, 1999 (File No. 0-25996) and
incorporated herein by reference).
Exhibit 4.5 Form of Incentive Stock Option Agreement under the Third
Amended and Restated 1995 Stock Plan of the Registrant (filed
as Exhibit 4.5 to Registrant's Registration Statement of Form
S-8 (File No. 33-94324) and incorporated herein by reference).
Exhibit 4.6 Form of Non-Qualified Stock Option Agreement under the Third
Amended and Restated 1995 Stock Plan of the Registrant (filed
as Exhibit 4.6 to Registrant's Registration Statement on Form
S-8 (File No. 33-94324) and incorporated herein by reference).
Exhibit 4.7 1995 Non-Employee Director Stock Option Plan (filed as exhibit
to Registrant's Definitive Proxy Statement on Schedule 14A,
filed with the Commission on April 26, 1999 (File No. 0-25996)
and incorporated herein by reference).
Exhibit 4.8 Form of Non-Qualified Stock Option Agreement under the 1995
Non-Employee Director Stock Option Plan (filed as Exhibit 4.8
to the Registrant's Registration Statement on Form S-8 (File
No. 33-94234) and incorporated herein by reference).
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of KPMG 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).
<PAGE>
Exhibit 5.1
July 19, 1999
TranSwitch Corporation
Three Enterprise Drive
Shelton, CT 06484
Re: Registration Statement on Form S-8 Relating to the Third Amended and
Restated 1995 Stock Plan and 1995 Non-Employee Director Stock Option
Plan (the "Plans") 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 19, 1999
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to an additional 2,938,981 shares of Common Stock, $.001 par
value per share, of the Company issuable pursuant to the Plans (the "Shares").
We have examined, are familiar with, and have relied as to factual matters
solely upon, copies of the Plans, 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 Plans, 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 Auditors
-------------------------------
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 January 21, 1999, except for
Note 12, which is as of February 12, 1999, relating to the consolidated balance
sheets of TranSwitch Corporation and subsidiaries as of December 31, 1998 and
1997, 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, 1998, and on the related financial statement schedule, which report
appears in the December 31, 1998 annual report on Form 10-K of TranSwitch
Corporation.
KPMG LLP
Stamford, Connecticut
July 19, 1999
