TranSwitch
Corporation (NASDAQ: TXCC),
a leading provider of semiconductor solutions in the rapidly growing
consumer electronics and telecommunications markets, today announced its
intention to voluntarily delist its common stock from the NASDAQ Stock
Market LLC (“Nasdaq”), in part due to the Company’s non-compliance with
the minimum closing bid and stockholders’ equity requirements for
continued listing on The NASDAQ Capital Market.
On December 4, 2012, the Company received a letter from Nasdaq notifying
it that the closing bid price of its common stock was below the $1.00
minimum bid price requirement for 30 consecutive business days and, as a
result, the Company no longer complied with the minimum bid price
requirement under Listing Rule 5550(a)(2). On February 26, 2013, the
Company received a letter from Nasdaq notifying it that the Company was
no longer in compliance with the minimum stockholders’ equity
requirement of at least $2.5 million under Listing Rule 5550(b)(1). On
June 6, 2013, the Company received a letter from the Listing
Qualifications Department of Nasdaq advising it that, unless it appealed
the determination by June 13, 2013, its securities would be scheduled
for delisting and would be suspended at the opening of business on June
17, 2013 for failure to comply with Listing Rules 5550(a)(2) and
5550(b)(1). The Company appealed the determination to a Hearings Panel
(the “Panel”), which automatically stayed the delisting of the Company’s
securities pending the issuance of a decision by the Panel. The Company
made a presentation to the Panel on July 11, 2013.
The voluntary decision to delist from Nasdaq was taken following the
Board of Directors’ detailed review of numerous factors including the
aforementioned Nasdaq letters and hearing, the applicable Nasdaq rules
and regulations, the benefits generated by the maintenance of the
listing, the Company’s current share price and stockholders’ equity, and
the feasibility of ongoing compliance with the Nasdaq listing
requirements in light of the Company’s pressing cash needs and limited
financing opportunities.
The Company intends to file a Form 25 with the Securities and Exchange
Commission (“SEC”) on or about August 30, 2013 to effect the
voluntary delisting of its common stock from Nasdaq. The official
delisting of the Company’s common stock will become effective
approximately ten days thereafter. The Company will continue to file
periodic reports with the SEC pursuant to the requirements of Section
12(g) of the Securities Exchange Act of 1934, as amended.
The Company is working with several market makers and anticipates that
following its Nasdaq delisting, the Company’s common stock will be
quoted on the OTCQB tier of OTC Markets. The OTCQB is a market tier for
OTC-traded companies that are registered and reporting with the
Securities and Exchange Commission.
About TranSwitch Corporation
TranSwitch Corporation (Nasdaq:TXCC) provides innovative
integrated circuit (IC) and intellectual property (IP) solutions that
deliver core functionality for video, voice, and data communications
equipment for the customer premises and network infrastructure markets.
For the customer-premises market, we offer multi-standard, high-speed
interconnect solutions enabling the distribution and presentation of
high-definition (HD) video and data content for consumer electronics
applications. We also provide a family of best-in-class communications
processors. For the network infrastructure market we provide
integrated multi-core network processor System-on-a-Chip (SoC) solutions
for Fixed, 3G and 4G Mobile, VoIP and Multimedia applications. TranSwitch’s
customers are leading consumer electronics and telecom equipment
companies around the globe. For more information, please visit www.transwitch.com.
Forward-looking statements in this release, including statements
regarding management's expectations for future financial results 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 that could cause actual results to differ materially from
those contained in the forward-looking statements, including without
limitation the risks associated with 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 associated with foreign sales and high customer concentration;
risks associated with competition and competitive pricing pressures;
risks in technology development and commercialization; risks of
failing to attract and retain key managerial and technical personnel;
risks relating to TranSwitch’s available cash; risks associated with
acquiring new businesses; risks of dependence on third-party VLSI
fabrication facilities; risks related to intellectual property rights
and litigation; and other risks detailed in TranSwitch's filings with
the Securities and Exchange Commission.
TranSwitch expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any such statements to
reflect any change in expectations or any change in events, conditions
or circumstances on which any such statement is based.
TranSwitch is a registered trademark of TranSwitch Corporation.
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