0001104659-09-065208.txt : 20091116 0001104659-09-065208.hdr.sgml : 20091116 20091116154304 ACCESSION NUMBER: 0001104659-09-065208 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091116 DATE AS OF CHANGE: 20091116 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: 091186513 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 a09-33602_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. 6)

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)

November 13, 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).

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 3,150,000

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 3,150,000

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,150,000

	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) 1.97%

	14.	Type of Reporting Person (See Instructions) 00

* Percentage calculated on the basis of 160,095,132 shares of common stock issued and outstanding on October 31, 2009, as set forth in Transwitch Corporation’s Form 10-Q filed on November 11, 2009, for the period ending September 30, 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) 3.18%

	14.	Type of Reporting Person (See Instructions) 00

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 100,000

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 100,000

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 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) .06%

	14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 6 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, November 20, 2008 and May 1, 2009 (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. 4 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 November 13, 2009 Gabriel Brener, Chairman and Chief Executive Officer of BIG, sent a letter to the Board of Directors of the Company, a copy of which letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.

2. Item 5 of the Schedule 13D is herby amended and restated as follows:

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

Name	Number of Shares	Percent of Outstanding(1)

Brener International Group	3,150,000	1.97	%
Marbre Services, Ltd.	5,100,000	3.18	%

Clive Fleissig	100,000	.06	%

(1) * Computed on the basis of 160,095,132 shares of common stock issued and outstanding on October 31, 2009 as set forth in the Issuer’s Form 10-Q filed on November 11, 2009, for the period ending September 30, 2009.

(c) The table included in Appendix A sets forth transactions in shares by the Filing Person since transactions were last reported.

(d) No person other than the Filing Persons has the right to receive or power to direct the receipt of dividends from, or the proceeds of the sale of any of the shares.

(e) Not applicable.

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

Exhibit		Description

99.1		Letter dated November 13, 2009 from Gabriel Brener to the Board of Directors of the Company

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.

November 13, 2009
	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

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

10/31/2008	100,000	$	42,150
11/11/2008	100,000	$	46,164
6/24/2009	100,000	$	44,935
6/25/2009	100,000	$	50,440
7/2/2009	50,000	$	25,120

On June 25, 2009 Clive Fleissig purchased 25,000 shares in the open market for an aggregate cost of $12,878.

Marbre Services, Ltd has not engaged in any transactions in Transwitch Corporation shares since transactions were last reported.

EX-99.1 2 a09-33602_1ex99d1.htm EX-99.1

Exhibit 99.1

BRENER INTERNATIONAL GROUP, LLC

421 NORTH BEVERLY DRIVE, SUITE 300

BEVERLY HILLS, CALIFORNIA 90210

November 13, 2009

Board of Directors

Transwitch Corporation

3 Enterprise Drive

Sheldon, Connecticut 06484

Gentlemen:

Congratulations on your decision to replace Transwitch Corporation’s Chief Executive Officer.

I hope that this reflects a change in the Company’s philosophy and the Company will now put its shareholders first.

The Company’s shareholders have suffered for too long. Over the last few years the Company’s stock price has fallen dramatically. During this time management frequently gave upbeat reports encouraging shareholders that a turn around was coming soon. However, each quarter was met with another excuse as to why the Company continued to flounder. Transwitch spent a considerable amount of money on research and development and touted its “design wins.” Despite the numerous “design wins,” the Company was never able to convert them into any meaningful revenue. There was always an excuse.

In 2008 the Company’s Board of Directors approved a stock buyback program. I had hoped that this was the first step in a strategy to improve shareholder value. However, few, if any shares were ever repurchased and the Company failed to articulate any strategy to improve shareholder value. Instead, the Company proposed to increase the size of the management equity incentive plan by more than 10 million shares, thereby enabling management to profit from the turn around promised years ago without making any investment in the Company. Until the recent addition of Herbert Chen to the Company’s Board of Directors, the members of the Board of Directors and management owned pathetically few shares. Most of their interest in the Company was in the form of stock options which allow holders to receive the benefits of any increase in stock price without any real loss if the stock price declines.

The Company has an opportunity to show that the interest of its shareholders is paramount. I hope that Transwitch under the leadership of Dr. Khatibzadeh seizes this opportunity.

	Sincerely,

	/S/ Gabriel Brener

	Gabriel Brener, Chairman & CEO