UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities
Exchange Act of 1934
(Amendment No. ___ )*
Centillium Communications, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
152319109
(CUSIP Number)
Dr. Santanu Das
President and Chief Executive Officer
TranSwitch Corporation
Three Enterprise Drive
Shelton, Connecticut 06484
Tel:
(203) 929-8810
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
Timothy C. Maguire, Esq.
Brown
Rudnick LLP
One Financial Center
Boston, Massachusetts 02111
(617) 856-8200
July 9, 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.
¨
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.
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
SCHEDULE 13D
CUSIP No. 000-30649
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
TranSwitch Corporation
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO (1)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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6.
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Citizenship or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. Sole Voting Power
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8. Shared Voting Power
5,074,579
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9. Sole Dispositive Power
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10. Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,074,579 (2)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13.
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Percent of Class Represented by Amount in Row (11)
10.8%
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14.
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Type of Reporting Person (See Instructions)
CO
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(1)
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Reference is made to Items 3 and 4 below.
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(2)
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Beneficial ownership of the common stock referred to herein is being reported hereunder solely because TranSwitch Corporation may be deemed to have beneficial ownership of 5,074,579
shares of Centillium Communications, Inc. common stock as a result of the Voting Agreements (described further in Items 3 and 4 of this Schedule 13D) among TranSwitch and certain stockholders of Centillium. The filing of this Schedule 13D shall not
be construed as an admission that TranSwitch is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of any of the shares of Centillium subject to the Voting Agreements.
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Item 1.
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Security and Issuer
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This statement on Schedule 13D
(the Statement) relates to shares of common stock, par value $0.001 per share (the Common Stock), of Centillium Communications, Inc. (the Company). The address of the Companys principal executive offices is
215 Fourier Avenue, Fremont, California 94539.
Item 2.
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Identity and Background
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(a)(c) and (f).
This Schedule 13D is being filed by TranSwitch Corporation, a Delaware corporation (TranSwitch).
TranSwitch provides
communications OEMs with carrier-class semiconductors for the converging voice, data and video network. TranSwitch designs and develops innovative silicon and software solutions, and provides the customer support for the fastest time-to-market.
The principal executive office of TranSwitch is located at Three Enterprise Drive, Shelton, Connecticut 06484.
The name, citizenship, business address, present principal occupation or employment, and the name and principal business address of any corporation or
other organization in which such employment is conducted, of each of the directors and executive officers of TranSwitch are set forth in Annex I hereto and incorporated herein by reference.
(d)(e). During the last five years, neither TranSwitch, nor, to the knowledge of TranSwitch, any of the individuals listed in Annex I, has been
(i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been
or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration
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On July 9, 2008, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with TranSwitch, Sonnet Acquisition Corporation and Haiku Acquisition Corporation, each a Delaware corporation and
wholly-owned subsidiary of TranSwitch (respectively, Merger Sub I and Merger Sub II) , under which TranSwitch agreed to exchange all the outstanding shares of the Companys common stock and certain derivative securities
(together, the Company Securities) for an aggregate consideration of 25 million shares of TranSwitch common stock and $15 million in cash (the Merger Consideration). Under the Merger Agreement, after the satisfaction or
waiver of all of the conditions to the Merger, Merger Sub I will first merge with and into the Company, with the Company continuing as the surviving entity. Second, the Company will be merged with and into Merger Sub II, with Merger Sub II surviving
the Merger, under the name Centillium Communications, Inc. (sometimes referred to as the surviving corporation) as a direct wholly-owned subsidiary of TranSwitch (the Merger).
As an inducement for TranSwitch to enter into the Merger Agreement, and in consideration thereof, all of the directors and certain executive officers of
the Company entered into Voting Agreements, each dated as of July 9, 2008, with TranSwitch (each individually a Voting Agreement and collectively, the Voting Agreements). TranSwitch did not pay additional consideration
to the Company or any of its directors or officers in connection with the execution and delivery of the Voting Agreements. Copies of the Merger Agreement and the form of Voting Agreement are filed as Exhibits 2.1 and 99.1, respectively, to
TranSwitchs Current Report on Form 8-K filed on July 11, 2008 and are incorporated by reference herein.
Item 4.
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Purpose of Transaction
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The purpose of the Merger
is to enable TranSwitch to acquire control of, and the entire equity interest in, the Company. The Merger ensures the acquisition of all issued and outstanding shares of the Company.
If the Merger is completed, TranSwitch will own 100% of the equity interests of the Company, and will be entitled to all of the benefits resulting from
that interest. These benefits include complete control of the Company and entitlement to any increase in its value. Similarly, TranSwitch would also bear the risk of any losses incurred in the operation of the Company and any decrease in value of
the Company. Pursuant to the terms of the Merger Agreement, the Merger will require a meeting of the Companys stockholders. The Company stockholders who continue to hold their shares at the time of the Merger and fulfill certain other
requirements as provided under Delaware law will have appraisal rights in connection with the Merger. The Merger Agreement provides that, at the effective time of the closing of the Merger, the Company will be entitled to designate two directors
(the Company Designees) for consideration, nomination and election to the TranSwitch board of directors (the Board).
Upon consummation of the Merger, the directors of Merger Sub II shall be the directors of the surviving corporation, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or
removal, in accordance with the certificate of incorporation and bylaws of the surviving corporation. Upon consummation of the Merger, the officers of Merger Sub II immediately prior to the effective time of the Merger shall be the officers of the
surviving corporation until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation.
At the effective time of the Merger, the certificate of incorporation and bylaws of the surviving corporation will be amended to be in the
forms attached to the Merger Agreement.
After completion of the Merger, TranSwitch anticipates that it will seek to cause the Common Stock
to be deregistered under the Securities Exchange Act of 1934, as amended, and delisted from quotation on The Nasdaq Global Market. After completion of the Merger, the TranSwitch board of directors expects to work with the Companys management
to evaluate and review the Company and its business, assets, corporate structure, operations, properties and strategic alternatives, and to integrate the Company into TranSwitchs business and market units. As a result of this review and
integration, it is possible that TranSwitch could implement changes to the Companys business or capitalization that could involve consolidating and streamlining certain operations. TranSwitch and the TranSwitch board of directors, reserve the
right to change their plans and intentions at any time, as deemed appropriate.
Voting Agreements
In connection with the Merger Agreement, and as described in Item 3 above, TranSwitch entered into Voting Agreements, each dated as of July 9,
2008, with certain holders of the Common Stock. The following summary of certain provisions of the Voting Agreements is qualified in its entirety by reference to the form of Voting Agreement, a copy of which is filed as an exhibit hereto.
Under the Voting Agreements, all of the directors and certain of the executive officers of the Company, in their respective capacities as
stockholders of the
Company, agreed to vote all of his or her shares of Common Stock in connection with any meeting of the Companys stockholders or any action by written
consent in lieu of a meeting of stockholders:
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in favor of the Merger or any other transaction pursuant to which TranSwitch proposes to acquire the Company, whether by tender offer, merger, or otherwise, in
which the Companys stockholders would receive consideration per for each Company Security equal to or greater than the consideration to be received by such stockholders in the Merger; and/or
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against any action or agreement which would impede, interfere with or prevent the Merger, including, any other extraordinary corporate transaction such as a merger,
acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company or substantially all of the Companys assets.
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Each such director and officer shall, upon request of TranSwitch, execute and deliver any additional documents and take such further actions as may
reasonably be deemed by TranSwitch to be necessary or desirable to carry out the provisions of the related Voting Agreement.
The Voting
Agreements, and all rights and obligations of the parties thereto will terminate on the earlier of: (i) the date the Merger Agreement is terminated in accordance with the terms of the Merger Agreement; and (ii) the effective time of the
Merger.
Each director and officer who is party to a Voting Agreement may vote the Common Stock beneficially owned by him or her on all
other matters in a manner determined by such director or officer.
Except as set forth in this Item 4, the filing persons have no
plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
The preceding summary of certain provisions of the Merger Agreement, a copy of which is filed as an exhibit hereto, is not intended to be complete and is qualified in its entirety by reference to the full text of such
agreement.
Item 5.
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Interest in Securities of the Issuer
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(a)-(b)
As of the filing date of this Schedule 13D, as a result of the Voting Agreements, TranSwitch may be deemed to have: (i) beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act); and
(ii) shared power to vote or direct the vote of 5,074,579 shares of Common Stock, which represents 10.8% of the shares of the Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1), subject to the conditions and limitations of the
Voting Agreements.
Apart from the terms and conditions set forth in the Voting Agreements, TranSwitch is not entitled to any rights of a
stockholder of the Company. TranSwitch does not, other than as specified in the Voting Agreements, have: (1) sole or shared power to vote or direct the vote of Common Stock; or (2) sole or shared power to dispose or direct the disposition
of Common Stock.
TranSwitch disclaims any beneficial ownership of such shares of Common Stock, and nothing herein shall be deemed to be an
admission by TranSwitch as to the beneficial ownership of such shares.
To TranSwitchs knowledge, no shares of Common Stock are
beneficially owned by any of the persons identified in Annex 1 hereto.
(c)
Except as set forth or incorporated herein, neither
TranSwitch nor, to TranSwitchs knowledge, any of the individuals referred to in Annex 1 hereto, has effected any transaction in Common Stock during the past sixty (60) days.
(d)
To TranSwitchs knowledge, no person other than the directors and officers party to the Voting Agreements has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, such shares.
(e)
Not applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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The information set forth, or incorporated by reference, in Items 3 through 5 of this Statement is hereby incorporated by this reference. To
TranSwitchs knowledge, except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 above, and between any such persons and any other person,
with respect to any securities of the Company.
Item 7.
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Materials to be Filed as Exhibits.
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EXHIBIT
NUMBER
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DESCRIPTION
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1.
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Agreement and Plan of Merger, dated as of July 9, 2008 by and among TranSwitch Corporation, Centillium Communications, Inc., Sonnet Acquisition Corporation and Haiku Acquisition Corporation
(filed as Exhibit 2.1 to the Current Report on Form 8-K of TranSwitch Corporation filed on July 11, 2008 and incorporated herein by reference).
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2.
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Form of Voting Agreement, dated as of July 9, 2008, among TranSwitch Corporation, all of the directors and certain of the executive officers of Centillium Communications, Inc. (filed as
Exhibit 99.1 to the Current Report on Form 8-K of TranSwitch Corporation filed on July 11, 2008 and incorporated herein by reference).
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SIGNATURES
After responsible inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 21, 2008
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TranSwitch Corporation
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By:
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/s/ Robert A. Bosi
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Name: Robert A. Bosi
Title: Vice President and Chief
Financial Officer
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Annex I
Identity and Background
The current executive officers and directors of TranSwitch are listed below. The
address of TranSwitch is Three Enterprise Drive, Shelton, Connecticut 06484. The business address of each such person is Three Enterprise Drive, Shelton, Connecticut 06484 and each such person, unless otherwise provided, is a citizen of the United
States.
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1.
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Officers of TranSwitch
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Name
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Position
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Dr. Santanu Das
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Chief Executive Officer and President
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Mr. Robert A. Bosi
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Vice President and Chief Financial Officer
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2.
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Directors of TranSwitch
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Name
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Position
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Dr. Santanu Das
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Chief Executive Officer and President of TranSwitch Corporation
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Alfred F. Boschulte
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Chairman of Probe Financial, Inc.
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Dr. Hagen Hultzsch*
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Retired Chairman of the Supervisory Board of T-Venture Holding, Bonn, Germany
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Mr. Gerald F. Montry
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Managing Partner of Mont Reuil & Co.
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Mr. James M. Pagos
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Chief Executive Officer of P TEK, LLC
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Dr. Albert E. Paladino
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Director of Paladino and Company
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Mr. Thomas H. Baer
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Director of Medici Arts, B.V.
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Mr. Herbert Chen
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Co-founder and Managing Member of Lattanzio Chen Management, LLC
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Dr. Hultzsch is a citizen of Germany.
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