0001104659-08-072051.txt : 20081120 0001104659-08-072051.hdr.sgml : 20081120 20081120144141 ACCESSION NUMBER: 0001104659-08-072051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081120 DATE AS OF CHANGE: 20081120 GROUP MEMBERS: CLIVE FLEISSIG GROUP MEMBERS: MARBRE SERVICES LTD 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: 081203543 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 a08-28864_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. 4)

Transwitch Corporation

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

894065101

(CUSIP Number)

Jeffrey C. Soza, Esq.

Glaser, Weil, Fink, Jacobs & 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)

November 19, 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. o

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. 4 amends and supplements the Statement on Schedule 13D filed on December 31, 2007, as amended on January 31, 2008, May 14, 2008 and July 25, 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. 3 shall have the meanings set forth in the Schedule 13D.

1. Item 4 of the Schedule 13D is hereby amended and restated as follows:

On November 19, 2008 Gabriel Brener, Chairman and Chief Executive Officer of BIG, sent a letter to Dr. Santanu Das, Chief Executive Officer and President of the Company, a copy of which letter is attached hereto as Exhibit 99.3 and incorporated herein by reference.

2. Item 7 of the Schedule 13D is herby amended and restated as follows:

Exhibit		Description
99.3		Letter dated November 19, 2008 from Gabriel Brener to Dr. Santanu Das.

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.

November 19, 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-99.3 2 a08-28864_1ex99d3.htm EX-99.3

Exhibit 99.3

BRENER INTERNATIONAL GROUP, LLC

421 North Beverly Drive, Suite 300

Beverly Hills, California 90210

P 310.553.7009

F 310.553.1637

November 19, 2008

Dr. Santanu Das

Chief Executive Officer and President

Transwitch Corporation

3 Enterprise Drive

Sheldon, Connecticut 06484

Dear Santanu:

I read with great interest Transwitch’s recent earnings release. Congratulations on the successful acquisition of Centillium Communications. I was particularly pleased with your statement that the Company will be able to dramatically improve profits by incorporating Centillium’s products and revenues with virtually no net increases in operating expenses. With this expectation, there is no reason the Company should not resume its stock buyback program. Despite management’s upbeat assessment the stock is trading near its 52 week low and the Company continues to have sufficient cash to meet its needs for the foreseeable future. The Company should use this cash for the benefit of stockholders.

	Very truly yours,

	/S/

	Gabriel Brener