-----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, GSR66rZ2BGCDDSbZ7rypN6pRH/sERcHyaeYIOf55+k/uC1ypmmOHaHuvDwMgZyO5 ge6hJIQduuSSHnF7iwUsog== 0001104659-08-047536.txt : 20080725 0001104659-08-047536.hdr.sgml : 20080725 20080724181838 ACCESSION NUMBER: 0001104659-08-047536 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080725 DATE AS OF CHANGE: 20080724 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: 08969108 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 a08-19963_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. 3)*

 

Transwitch Corporation

(Name of Issuer)

 

Common Stock, par value $.001 per share

(Title of Class of Securities)

 

894065101

(CUSIP Number)

 

Jeffrey C. Soza, Esq.

Christensen, Glaser, Fink, Jacobs, Weil & 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)

 

July 24 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 Rule 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 reporting persons.

 



 

CUSIP No.   894065101

 

 

1.

Names of Reporting Persons
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
2,700,000

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
2,700,000

 

10.

Shared Dispositive Power
-0-

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,700,000

 

 

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)
2.03%

 

 

14.

Type of Reporting Person (See Instructions)
00

 


*              Percentage calculated on the basis of 133,239,414 shares of common stock issued and outstanding on April 30, 2008, as set forth in Transwitch Corporation’s Form 10-Q filed on May 9, 2008, for the period ending March 31, 2008.

 

2



 

CUSIP No.   894065101

 

 

1.

Names of Reporting Persons
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)
3.83%

 

 

14.

Type of Reporting Person (See Instructions)
00

 


*              Percentage calculated on the basis of 133,239,414 shares of common stock issued and outstanding on April 30, 2008, as set forth in Transwitch Corporation’s Form 10-Q filed on May 9, 2008, for the period ending March 31, 2008.

 

3



 

CUSIP No.   894065101

 

 

1.

Names of Reporting Persons
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)
.06%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


*              Percentage calculated on the basis of 133,239,414 shares of common stock issued and outstanding on April 30, 2008, as set forth in Transwitch Corporation’s Form 10-Q filed on May 9, 2008, for the period ending March 31, 2008.

 

4



 

This Amendment No. 3 amends and supplements the Statement on Schedule 13D filed on December 31, 2007, as amended on January 31, 2008 and May 14, 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 by BIG, Marbre and Mr. Fleissig was approximately $3,408,663, $6,978,996 and $104,000, respectively.

 

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

 

2,700,000

 

2.03

%

Marbre Services, Ltd.

 

5,100,000

 

3.83

%

 

 

 

 

 

 

Clive Fleissig

 

75,000

 

.06

%

 


(1) *       Computed on the basis of 133,239,414 shares of common stock issued and outstanding on April 30, 2008 as set forth in the Issuer’s Form 10-Q filed on May 9, 2008, for the period ending March 31, 2008.

 

(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.                                       Except as specifically provided herein, this amendment does not modify any of the information previously reported in the Schedule 13D.

 

5



 

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.

 

July 24, 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

 

6



 

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

 

 

 

 

 

 

 

6/3/2008

 

14,300

 

$

12,297

 

6/4/2008

 

86,500

 

$

77,971

 

6/4/2008

 

35,039

 

$

32,369

 

6/6/2008

 

14,161

 

$

13,028

 

7/1/2008

 

50,000

 

$

48,975

 

7/8/2008

 

100,000

 

$

111,560

 

7/14/2008

 

100,000

 

$

84,490

 

 

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

 

7


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