0001104659-10-014779.txt : 20100317 0001104659-10-014779.hdr.sgml : 20100317 20100317132808 ACCESSION NUMBER: 0001104659-10-014779 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100317 DATE AS OF CHANGE: 20100317 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: 10688332 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 a10-6459_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. 7)

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)

March 16, 2010

(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 393,750

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 393,750

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 393,750

	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 20,011,627 shares of common stock issued and outstanding on January 1, 2010, as set forth in the prospectus supplement (Registration Statement no. 333-162609) filed pursuant to Section 424(b)(5) by Transwitch Corporation on January 4, 2010 relating to the sale of shares of common stock.

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 837,500

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 837,500

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 837,500

	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) 4.18%

	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 12,500

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 12,500

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,500

	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. 7 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, May 1, 2009 and November 16, 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. 7 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 March 16, 2010 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	393,750	1.97	%
Marbre Services, Ltd.	837,500	4.18	%

Clive Fleissig	12,500	.06	%

(1) * Calculated on the basis of 20,011,627 shares of common stock issued and outstanding on January 1, 2010, as set forth in the prospectus supplement (Registration Statement no. 333-162609) filed pursuant to Section 424(b)(5) by Transwitch Corporation on January 4, 2010 relating to the sale of shares of common stock.

(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 March 16, 2010 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.

March 16, 2010
	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 Marbre Services, Ltd. since transactions were last reported. All transactions were effected in the open market

Date	Number of Shares	Cost

3/1/10	50,000	$	123,691
3/8/10	13,172	$	35,982
3/9/10	69,386	$	224,489
3/10/10	17,442	$	56,716
3/11/10	28,100	$	84,592
3/12/10	200	$	650
3/15/10	21,700	$	69,211

Neither Brener International Group nor Clive Fleissig has engaged in any transactions in Transwitch Corporation shares since transactions were last reported.

EX-99.1 2 a10-6459_1ex99d1.htm EX-99.1

Exhibit 99.1

BRENER INTERNATIONAL GROUP, LLC

March 16, 2010

Dr. Mohammad Ali Khatibzadeh

Chief Executive Officer

Transwitch Corporation

3 Enterprise Drive

Sheldon, Connecticut 06484

Dear Dr. Khatibzadeh:

For the first time in a long time I am optimistic about the direction of the Company. Since your installation as Chief Executive Officer the Company appears to have focused its business strategy and made a real effort to reduce operating costs. All stockholders will benefit from your cancellation of programs which were not critical to the growth of the Company.

I also applaud you and Gerald Montry for acquiring a significant amount of the Company’s common stock. For too long the Company’s management had little invested in the Company and, as a result its interests were not aligned with the interests of the stockholders. I hope the other directors and officers of the Company will follow the example set by you and Mr. Montry.

I look forward to following your efforts to position the Company for success in the future.

	Sincerely,


	Gabriel Brener
	Chairman and CEO

Gabriel Brener, Chairman & CEO

P.O. Box 10119 – Beverly Hills, CA 90213-3119 – tel 310-553-7009 – gbrener@brenergroup.com