0001104659-09-028678.txt : 20090501 0001104659-09-028678.hdr.sgml : 20090501 20090501171233 ACCESSION NUMBER: 0001104659-09-028678 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090501 DATE AS OF CHANGE: 20090501 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: 09790387 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 a09-12416_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. 5)

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, Howard & Shapiro, LLP
10250 Constellation Blvd,.19th Floor
Los Angeles, CA 90067
(310) 553-3000

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

April 28, 2009*

(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 filing reports immaterial changes in the number of shares of common stock owned by certain of the filing persons.

CUSIP No. 894065101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Brener International Group, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,900,000

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,900,000

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,900,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 1.82*

	14.	Type of Reporting Person (See Instructions) OO

* Percentage calculated on the basis of 159,089,117 shares of common stock issued and outstanding on March 24, 2009, as set forth in Transwitch Corporation’s Definitive Proxy Statement filed on April 20, 2009.

CUSIP No. 894065101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Marbre Services, LTD

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 5,100,000

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 5,100,000

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,100,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 3.21*

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 894065101

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Clive Fleissig

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 75,000

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 75,000

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 75,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) .04*

	14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 5 amends and supplements the Statement on Schedule 13D filed on December 31, 2007, as amended on January 31, 2008, May 14, 2008, July 25, 2008 and November 20, 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 3 of the Schedule 13D is hereby amended and restated as follows:

The purchase price for the shares of common stock beneficially owned by BIG and Marbre was funded from cash and cash equivalents on hand. The purchase price for the shares of common stock beneficially owned by Mr. Fleissig was funded from personal funds. The aggregate purchase price of the shares owned by BIG, Marbre and Mr. Fleissig was approximately $3,496,863, $6,978,996 and $104,000, respectively.

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

On April 28, 2009 Gabriel Brener, Chairman and Chief Executive Officer of BIG, sent a letter to Dr. Santau Das Chief Executive Officer and President of the Company, a c opy of which letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.

3. Item 5 of Schedule 13D is hereby amended and restated as follows:

(a) – (b) The following table sets forth in formation with respect to the shares beneficially owned by each person of entity named in Item 2 hereof.

Name	Number of Shares	Percent of Outstanding (1)

Brenner International Group, LLC	2,900,000	1.82
Marbre Services, Ltd.	5,100,000	3.21
Clive Fleissig	75,000	.04

(1) Percentage calculated on the basis of 159,089,117 shares of common stock issued and outstanding on March 24, 2009, as set forth in Transwitch Corporation’s Definitive Proxy Statement filed on April 20, 2009.

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

Exhibit		Description
99.1		Letter dated April 28, 2009 from Gabriel Brener to Dr. Santau.

4. 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 1, 2009

	Brener International Group, LLC


	By:	/S/ Gabriel Brener
	Name:	Gabriel Brener
	Title:	Chairman and Chief Executive Officer


	Marbre Services, Ltd.


	By:	/S/ Rudy Valner
	Name:	Rudy Valner
	Title:	Authorized Agent


	/S/ Clive Fleissig
	Clive Fleissig

Appendix A

The following table sets forth transactions in Transwitch Corporation shares by Brener International Group since transactions were last reported. All transactions were effected in the open market.

Date	Number of Shares	Cost

10/23/2008	100,000	$	42,100
11/11/2008	100,000	$	46,100

Neither Marbre Services, Ltd nor Clive Fleissig has engaged in any transactions in Transwitch Corporation shares since transactions were last reported.

EX-99.1 2 a09-12416_1ex99d1.htm EX-99.1

Exhibit 99.1

BRENER INTERNATIONAL GROUP, LLC

421 North Beverly Drive, Suite 300

Beverly Hills, California 90210

P 310.553.7009

F 310.553.1637

April 28, 2009

Dr. Santanu Das

Chief Executive officer and President

Transwitch Corporation

3 Enterprise Drive

Sheldon, Connecticut 06484

Dear Santanu:

I was dismayed to see that the Board of Directors of Transwitch Corporation (the “Company”) is seeking shareholder approve for an increase in the number of shares of common stock issuable pursuant to the Company’s 2008 Equity Incentive Plan by more than 10,000,000. If the amendment to the 2008 Plan is approved more than 25,000,000 shares will be subject to issuance pursuant to the 2008 Plan, more than 16% of the outstanding stock of the Company. Such issuance will have an unacceptable dilutive effect on the existing shareholders and is unwarranted in light of the Company’s recent dismal performance.

Over the last few years the Company’s shareholders have suffered greatly as the Company’s stock price has fallen dramatically. During this time Management gave upbeat reports encouraging shareholders that a turn around was close at hand. However, each quarter management used a different excuse as to why the stock price continued to deteriorate. Now, the Company wants to grant its management and directors stock incentive awards that would dramatically dilute shareholders. Neither management nor the directors deserves any additional stock awards.

The 2008 Plan allows participants to participate in the upside from an increase in the stock price, but does not subject them to any downside. If options are in the money they are exercised. If they are not they are allowed to expire without any payment by the holder. Shareholders, however, are not so lucky. As shareholders have so painfully experienced with the Company, they are also at the risk for the downside resulting from management’s actions. Directors and management should be required to purchase shares

at current market prices, rather than exercise options where there is a built in profit at the time of exercise. Only then will their interests be aligned with those of the shareholders.

	Very truly yours,

	/S/ Gabriel Brener