-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CoeZi3hDRQFULYWVf1VPHOrNeEZm5vvWTRzTJntC52b4P/kcdXkS/Iu+SqP+DvCG bi2bV6BR8yumpRghGfI8Gw== 0000919574-06-000034.txt : 20060104 0000919574-06-000034.hdr.sgml : 20060104 20060104161659 ACCESSION NUMBER: 0000919574-06-000034 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060104 GROUP MEMBERS: LATTANZIO CHEN MANAGEMENT, LLC GROUP MEMBERS: LATTANZIO CHEN PARTNERS, LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHEN HERBERT CENTRAL INDEX KEY: 0001026377 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O CHEN CAPITAL PARTNERS LP STREET 2: 237 PARK AVE 9TH FL CITY: NEW YORK STATE: NY ZIP: 10017 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49087 FILM NUMBER: 06507918 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 SC 13G/A 1 d630844_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1) TranSwitch Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 894065101 - -------------------------------------------------------------------------------- (CUSIP Number) December 29, 2005 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) CUSIP No. 894065101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Herbert Chen 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 3,279,618 6. SHARED VOTING POWER 9,622,848 7. SOLE DISPOSITIVE POWER 3,279,618 8. SHARED DISPOSITIVE POWER 9,622,848 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,902,466 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.9% 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ CUSIP No. 894065101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lattanzio Chen Partners, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 5,525,309 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 5,525,309 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,525,309 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% 12. TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ CUSIP No. 894065101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lattanzio Chen Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 8,201,309 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 8,201,309 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,201,309 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.6% 12. TYPE OF REPORTING PERSON* OO ________________________________________________________________________________ CUSIP No. 894065101 --------------------- Item 1(a). Name of Issuer: TranSwitch Corp. ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: Three Enterprise Drive Shelton, Connecticut 06484 ____________________________________________________________________ Item 2(a). Name of Person Filing: Herbert Chen Lattanzio Chen Partners, LP Lattanzio Chen Management, LLC ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: 650 Madison Avenue, 17th Floor New York, New York 10022 ___________________________________________________________________ Item 2(c). Citizenship: Herbert Chen - United States Lattanzio Chen Partners, LP - Delaware Lattanzio Chen Management, LLC - Delaware ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock, $0.001 par value ____________________________________________________________________ Item 2(e). CUSIP Number: 894065101 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Herbert Chen - 12,902,466 Lattanzio Chen Partners, LP - 5,525,309 Lattanzio Chen Management, LLC - 8,201,309 ____________________________________________________________ (b) Percent of class: Herbert Chen - 11.9% Lattanzio Chen Partners, LP - 5.1% Lattanzio Chen Management, LLC - 7.6% ____________________________________________________________ (c) Number of shares as to the Reporting Person has: (i) Sole power to vote or to direct the vote Herbert Chen - 3,279,618 Lattanzio Chen Partners, LP - 0 Lattanzio Chen Management, LLC - 0 ____________________________________________________________ (ii) Shared power to vote or to direct the vote Herbert Chen - 9,622,848 Lattanzio Chen Partners, LP - 5,525,309 Lattanzio Chen Management, LLC - 8,201,309 ____________________________________________________________ (iii) Sole power to dispose or to direct the disposition of Herbert Chen - 3,279,618 Lattanzio Chen Partners, LP - 0 Lattanzio Chen Management, LLC - 0 ____________________________________________________________ (iv) Shared power to dispose or to direct the disposition of Herbert Chen - 9,622,848 Lattanzio Chen Partners, LP - 5,525,309 Lattanzio Chen Management, LLC - 8,201,309 ____________________________________________________________ Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ______________________________________________________________________ Item 10. Certifications. Certification for Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. January 4, 2006 ------------------------ (Date) /s/ Herbert Chen(2) ---------------------- Herbert Chen Lattanzio Chen Partners, LP(2) By: Lattanzio Chen GP, LLC General Partner By: /s/ Herbert Chen ----------------- Herbert Chen Managing Member Lattanzio Chen Management, LLC(2) By: /s/ Herbert Chen ----------------- Herbert Chen Managing Member (2) The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13G, Amendment No. 1, dated January 4, 2006 relating to the Common Stock, $0.001 par value, of TranSwitch Corporation shall be filed on behalf of the undersigned. January 4, 2006 --------------------- (Date) /s/ Herbert Chen --------------------- Herbert Chen Lattanzio Chen Partners, LP By: Lattanzio Chen GP, LLC General Partner By: /s/ Herbert Chen ----------------- Herbert Chen Managing Member Lattanzio Chen Management, LLC By: /s/ Herbert Chen ----------------- Herbert Chen Managing Member 01127.0002 #630844 -----END PRIVACY-ENHANCED MESSAGE-----