<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 1999
TranSwitch Corporation
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(Exact name of Registrant as specified in its charter)
Three Enterprise Drive, Shelton, Connecticut
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(Address of principal executive offices)
06484
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(Zip Code)
(203) 929-8810
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Registrant's telephone number, including area code
Delaware 0-25996 06-1236189
- ---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
<PAGE>
The Company's Current Report on Form 8-K, filed on January 21, 1999, omitted
pages 2, 3 and 4 of Exhibit 99.1 because of an error in the transmission of such
report. This amendment sets forth the contents of such report in their entirety.
ITEM 5. Other Events.
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On January 21, 1999, the Company issued a press release, a copy of which is
attached in its entirety as Exhibit 99.1 to this Current Report on Form 8-K/A.
ITEM 7. Financial Statements and Exhibits.
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Exhibit No. Exhibits
- ----------- --------
99.1 Press Release of the Company dated January 21, 1999.
27 Financial Data Schedule
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<PAGE>
SIGNATURES
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.
TRANSWITCH CORPORATION
January 28, 1999 By /s/ Michael F. Stauff
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Michael F. Stauff
Chief Financial Officer
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<PAGE>
Exhibit Index
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<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
99.1 Press Release of the Company dated January 21, 1999. 5
27 Financial Data Schedule 9
</TABLE>
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<PAGE>
EXHIBIT 99.1
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TranSwitch Corporation Announces Record Revenues and Profitable Fourth Quarter
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(Shelton, CT) January 21, 1999 -- TranSwitch Corporation (NASDAQ:TXCC) announced
today that it posted record revenues and net income for the fourth quarter and
the year ended December 31, 1998.
Total revenues for the fourth quarter of 1998 were $13,692,000, a 64% increase
over total revenues of $8,334,000 reported for the fourth quarter of 1997. In
addition, the Company reported net income of $2,501,000, or diluted earnings per
share of $0.16, for the fourth quarter of 1998, compared to net income of
$433,000, or diluted earnings per share of $0.03, for the fourth quarter of
1997.
Total revenues for the year ended December 31, 1998 were $44,169,000, an
increase of 63% over the $27,084,000 reported for the year ended December 31,
1997. The Company reported net income of $6,003,000, or diluted earnings per
share of $0.40, for the year ended December 31, 1998, compared to a net loss of
$1,873,000, or a per-share loss of $0.15, for 1997.
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<PAGE>
"We believe that the record fourth quarter revenues and the record profitability
reflect (a) the strong communications semiconductor market we are serving; (b)
TranSwitch's solid position in this market because of our technology, products,
and proven track record in delivering value-added VLSI solutions; (c) and our
ability to integrate and mix and match a variety of protocols like Async/PDH,
SONET/SDH, ATM, and Packet, along with integration of both digital and analog
functions -- all in a single VLSI device," commented Dr. Santanu Das, Chief
Executive Officer of TranSwitch. "Our strategy in 1998 was to grow our revenue
significantly and maintain increases in expenses in line with our financial
goals. We believe this strategy paid off handsomely in 1998," continued Dr. Das.
"This is an exciting and challenging moment in our Company's growth," Dr. Das
added. "We believe that we are well positioned to serve the three fast-growing
communications end-markets, namely Worldwide Public Network Infrastructure,
Internet Infrastructure, and Corporate Wide Area Networks (WANs), which we are
targeting," concluded Dr. Das.
Forward-looking statements in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that all forward-looking statements involve risks and
uncertainties, including, without limitation, risks of dependence on third-party
VLSI fabrication facilities, intellectual property rights, and litigation; risks
in technology development and commercialization; risks in product development
and market acceptance of and demand for the Company's products; risks of
downturns in economic conditions generally and in the telecommunications and
data communications markets and the semiconductor industry specifically; risks
associated with competition and competitive pricing pressures; risks associated
with foreign sales and high customer concentration; and other risks detailed in
the Company's filings with the Securities and Exchange Commission.
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<PAGE>
TranSwitch Corporation, headquartered in Shelton, Connecticut, is a leading
developer and global supplier of innovative high-speed VLSI/semiconductor
solutions -- Connectivity Engines(TM) -- to original equipment manufacturers who
serve three fast-growing end-markets: the Worldwide Public Network
Infrastructure, the Internet Infrastructure, and Corporate Wide Area Networks
(WANs). Committed to providing high quality products and services, TranSwitch is
ISO 9001 registered. Detailed information on TranSwitch products, news
announcements, seminars, service, and support is available on TranSwitch's home
page at the World Wide Web site - http://www.transwitch.com.
For more information contact:
Michael F. Stauff
Chief Financial Officer
TranSwitch Corporation
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<PAGE>
TRANSWITCH CORPORATION
Consolidated Statements of Operations
<TABLE>
<CAPTION>
(In thousands, except per share data) Three Months Ended Twelve Months Ended
December 31, December 31,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Total Revenues $13,692 $ 8,334 $44,169 $ 27,084
- --------------
Total cost of revenues 5,026 3,249 16,645 11,254
------- ------- ------- --------
Gross Profit 8,666 5,085 27,524 15,830
- ------------
Operating expenses:
- -------------------
Research and development 3,086 2,353 11,053 9,194
Marketing and sales 2,536 1,711 8,699 6,681
General and administrative 691 680 2,516 2,288
------- ------- ------- --------
Total operating expenses 6,313 4,744 22,268 18,163
- ------------------------
Operating income (loss) 2,353 341 5,256 (2,333)
- ----------------------- ------- ------- ------- --------
Interest income, net 268 92 1,031 460
------- ------- ------- --------
Income (loss) before tax 2,621 433 6,287 (1,873)
- ------------------------
Provision for taxes 120 0 284 0
------- ------- ------- --------
Net Income (loss) $ 2,501 $ 433 $ 6,003 ($1,873)
- ----------------- ------- ------- ------- --------
Basic earnings (loss) per share $0.17 $0.04 $0.43 ($0.15)
- ------------------------------- ------- ------- ------- --------
Diluted earning (loss) per share $0.16 $0.03 $0.40 ($0.15)
- -------------------------------- ------- ------- ------- --------
Basic average shares outstanding 14,599 12,300 13,926 12,152
Diluted average shares outstanding 15,557 14,388 14,883 12,152
</TABLE>
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, December 31,
1998 1997
Assets
- ------
<S> <C> <C>
Cash and short term investments $27,196 $21,618
Accounts, receivable, net 7,624 4,528
Inventory, net 5,476 4,812
Other current assets 917 815
------- -------
Total current assets 41,213 31,773
Other non-current assets 311 0
Property and equipment, net 5,143 3,816
Product licenses 1,142 1,000
------- -------
Total assets $47,809 $36,589
- ------------ ------- -------
Liabilities and stockholders' equity
Accounts payable $ 3,645 $ 2,585
Other accrued liabilities 3,810 3,540
------- -------
Total current liabilities 7,455 6,125
Product licenses, less current portion 0 303
Total stockholders' equity 40,354 30,161
------- -------
Total liabilities & stockholders' equity $47,809 $36,589
- ---------------------------------------- ------- -------
</TABLE>
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> OCT-01-1998 JAN-01-1998
<PERIOD-END> DEC-31-1998 DEC-31-1998
<CASH> 27,196 27,196
<SECURITIES> 0 0
<RECEIVABLES> 7,885 7,885
<ALLOWANCES> 261 261
<INVENTORY> 5,476 5,476
<CURRENT-ASSETS> 41,214 41,214
<PP&E> 12,749 12,749
<DEPRECIATION> 7,606 7,606
<TOTAL-ASSETS> 47,809 47,809
<CURRENT-LIABILITIES> 7,455 755
<BONDS> 0 0
0 0
0 0
<COMMON> 14 14
<OTHER-SE> 40,340 40,340
<TOTAL-LIABILITY-AND-EQUITY> 47,809 47,809
<SALES> 13,692 44,169
<TOTAL-REVENUES> 13,692 44,169
<CGS> 5,026 16,645
<TOTAL-COSTS> 6,313 22,268
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 2,621 6,287
<INCOME-TAX> 120 284
<INCOME-CONTINUING> 2,501 6,003
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,501 6,003
<EPS-PRIMARY> $0.17 $0.43
<EPS-DILUTED> $0.16 $0.40
</TABLE>
