0001104659-08-033083.txt : 20080514 0001104659-08-033083.hdr.sgml : 20080514 20080514130552 ACCESSION NUMBER: 0001104659-08-033083 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080514 DATE AS OF CHANGE: 20080514 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSWITCH CORP /DE CENTRAL INDEX KEY: 0000944739 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 061236189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49087 FILM NUMBER: 08830668 BUSINESS ADDRESS: STREET 1: THREE ENTERPRISE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2039298810 MAIL ADDRESS: STREET 1: THREE ENTERPRISE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRENER INTERNATIONAL GROUP LLC CENTRAL INDEX KEY: 0001177491 IRS NUMBER: 954718217 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 421 N BEVERLY DR STREET 2: SUITE 300 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3105537009 MAIL ADDRESS: STREET 1: 421 N BEVERLY DR STREET 2: SUITE 300 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SC 13D/A 1 a08-14329_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

Transwitch Corporation

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

894065101

(CUSIP Number)

Jeffrey C. Soza, Esq.

Christensen, Glaser, Fink, Jacobs, Weil & Shapiro, LLP

10250 Constellation Blvd,.19^th Floor

Los Angeles, CA 90067

(310) 553-3000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 13, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 2 amends and supplements the Statement on Schedule 13D filed on December 31, 2007, as amended on January 31, 2008 (as amended the "Schedule 13D) filed with the Securities and Exchange Commission by Brener International Group, LLC (“BIG”), Marbre Services, Ltd. and Clive Fleissig relating to the common stock, par value $.001 per share of Transwitch Corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D.

1. Item 4 of the Schedule 13D is hereby amended by adding the following:

On May 13, 2008, BIG sent a letter to the Board of Directors of the Company. A copy of such letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.

2. Item 7 of the Schedule 13D is herby amended by adding the following:

Exhibit 99.2 Letter dated May 12, 2008 from BIG to the Board of Directors of the Company.

3. Except as specifically provided herein, this amendment does not modify any of the information previously reported in the Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

May 13, 2008

Brener International Group, LLC


	By:		GABRIEL BRENER
	Name: Gabriel Brener
	Title: Chairman and Chief Executive Officer


Marbre Services, Ltd.


	By:	RUDY VALNER
	Name: Rudy Valner
	Title: Authorized Agent


	CLIVE FLEISSIG
	Clive Fleissig

EX-99.2 2 a08-14329_1ex99d2.htm EX-99.2

EXHIBIT 99.2

[BRENER INTERNATIONAL GROUP LETTERHEAD]

May 12, 2008

Board of Directors

Transwitch Corporation

Three Enterprise Drive

Shelton, Connecticut 06484

Ladies and Gentlemen:

I looked forward with great interest to Transwitch’s earnings call on May 6^th. However, like so many of the recent calls with the Company, I came away very disappointed. Management continues to lack any plan to boost the Company's stock price and, generally, seems to lack business acumen.

In the call management reiterated its positive forecast for the rest of 2008, and even predicted profits in 2009. The Company also reported having more than $30 million in cash. Yet, the Company’s stock purchase program continues at an anemic pace, even though management believes that the stock is undervalued. In fact, management has not taken any action to show confidence in the stock. Moreover, the directors and officers named in the proxy barely own .5% of the outstanding stock of the Company.

Even in the face of delisting the Company does not appear ready to take any action. In the call no mention was made of the reverse stock split for which the Company is seeking authorization from Stockholders. Instead, management expressed hope that investors would take notice and buy the stock. In spite of this hope, management is not taking any action to get the Company's story out to investors.

I urge the Company to consider the interests of the Company's stockholders and engage in meaningful repurchases of the Company’s stock.

Finally, I note that the Company continues to spend heavily on research and development and routinely touts its design wins. However, the design wins have yet to translate into significant revenues. The Company needs a more businesslike approach to its research and development, spending only where there is a high possibility of generating revenues, rather than spending for design wins.

Very truly yours,

Gabriel Brener