<PAGE>

   As filed with the Securities and Exchange Commission on August 17, 2000
                                                     Registration No. 333-___
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                          __________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                          __________________________

                            TRANSWITCH CORPORATION
            (Exact name of registrant as specified in its charter)

              Delaware                              06-1236189
              --------                              ----------
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
    incorporation or organization)

                  Three Enterprise Drive, Shelton, CT  06484
                 --------------------------------------------
              (Address of principal executive offices) (Zip Code)

               1995 STOCK PLAN OF ALACRITY COMMUNICATIONS, INC.
                           (Full title of the plan)
                          __________________________

                                DR. SANTANU DAS
   President, Chief Executive Officer and Chairman of the Board of Directors
                            TRANSWITCH CORPORATION
                            Three Enterprise Drive
                          Shelton, Connecticut  06484
                                (203) 929-8810
            (Name, address including zip code and telephone number,
                  including area code, of agent for service)
                          __________________________
                                   Copy to:
                           TIMOTHY C. MAGUIRE, ESQ.
                        Testa, Hurwitz & Thibeault, LLP
                                125 High Street
                               Boston, MA  02110
                                (617) 248-7000

<TABLE>
<CAPTION>
========================================================================================================================
                                             CALCULATION OF REGISTRATION FEE

                                                        Proposed
                                                        Maximum
   Title of Securities to be     Amount to be        Offering Price        Proposed Maximum            Amount of
          Registered            Registered (1)         Per Share       Aggregate Offering Price     Registration Fee
------------------------------------------------------------------------------------------------------------------------
 <S>                            <C>                  <C>               <C>                          <C>
 Common Stock, $.001 par         5,756 shares          $40.25(2)               $231,679(2)              $62.00 (2)
 value

========================================================================================================================
</TABLE>


(1)  Plus such additional shares as may be required pursuant to the plan in the
     event of a stock dividend, recapitalization or other similar change in
     common stock.

(2)  The price of $40.25 per share, which is the average of the high and low
     prices reported on the Nasdaq National Market on August 11, 2000, is set
     forth solely for purposes of calculating the filing fee pursuant to Rule
     457(c).

================================================================================
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The following documents filed with the SEC are incorporated by
reference in this registration statement:

          .    TranSwitch's annual report on Form 10-K (File Number 0-25996) for
               the fiscal year ended December 31, 1999, filed with the SEC on
               March 30, 2000

          .    TranSwitch's quarterly report on Form 10-Q (File Number 0-25996)
               for the fiscal quarter ended March 31, 2000, filed with the SEC
               on May 9, 2000

          .    TranSwitch's quarterly report on Form 10-Q (File Number 0-25996)
               for the fiscal quarter ended June 30, 2000, filed with the SEC on
               August 11, 2000.

          .    TranSwitch's current report on Form 8-K, dated May 9, 2000

          .    TranSwitch's "Description of Capital Stock" contained in the
               TranSwitch's registration statement No. 00025996 on Form 8-A,
               dated April 28, 1995.

          All documents subsequently filed with the SEC by TranSwitch pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered herein have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 5.   Interest of Named Experts and Counsel
          -------------------------------------

          The validity of the shares of common stock offered hereby will be
passed upon for TranSwitch by Testa, Hurwitz & Thibeault, LLP, Boston,
Massachusetts. Richard J. Testa and Timothy C. Maguire, partners of the firm,
beneficially own 12,676 and 1,800 shares of common stock of TranSwitch,
respectively.

Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

          Section 145 of the Delaware General Corporation Law (DGCL) permits us
to indemnify our directors, officers, employees and agents against actual and
reasonable expenses (including attorneys' fees) incurred by them in connection
with any action, suit or proceeding brought against them by reason of their
status or service as a director, officer, employee or agent by or on our behalf
and against expenses (including attorneys' fees), judgments, fines and
settlements actually and reasonably incurred by him or her in connection with
any such action, suit or proceeding, if:

                                       2
<PAGE>

 .    he or she acted in good faith and in a manner he or she reasonably believed
     to be in or not opposed to the best interests of TranSwitch and
 .    in the case of a criminal proceeding, he or she had no reasonable cause to
     believe his or her conduct was unlawful.

     Except as ordered by a court, no indemnification shall be made in
connection with any proceeding brought by or in the right of the corporation
where the person involved is adjudged to be liable to us.

     Article Ten of our amended and restated certificate of incorporation, as
amended, contains provisions that eliminate a director's personal liability for
monetary damages resulting from a breach of fiduciary duty, except in certain
circumstances involving certain wrongful acts, such as the breach of a
director's duty of loyalty or acts or omissions which involve intentional
misconduct or a knowing violation of law. These provisions do not limit or
eliminate our rights or those of any stockholder to seek non-monetary relief,
such as an injunction or rescission, in the event of a breach of a director's
fiduciary duty. These provisions will not alter a director's liability under
federal securities laws. Our certificate of incorporation also contains
provisions indemnifying our directors and officers to the fullest extent
permitted by the DGCL.

     We maintain directors and officers liability insurance for the benefit of
our directors and certain of our officers.

     Our amended and restated by-laws contain no provisions relating to the
indemnification of officers and directors.

Item 8.   Exhibits
          --------

          Exhibit No.    Description of Exhibit
          -----------    ----------------------

          Exhibit 4.1    Specimen certificate representing the common stock of
                         TranSwitch (filed as Exhibit 4.1 to TranSwitch's
                         Registration Statement on Form S-1 (File No. 33-91694)
                         and incorporated herein by reference).

          Exhibit 4.2    1995 Stock Plan of Alacrity Communications, Inc. (filed
                         herewith).

          Exhibit 4.3    Form of Incentive Stock Option Agreement under the 1995
                         Stock Plan of Alacrity Communications, Inc. (filed
                         herewith).

          Exhibit 5.1    Opinion of Testa, Hurwitz & Thibeault, LLP (filed
                         herewith).

          Exhibit 23.1   Consent of KPMG LLP (filed herewith).

          Exhibit 23.2   Consent of Testa, Hurwitz & Thibeault, LLP (included in
                         Exhibit 5.1).

          Exhibit 24.1   Power of Attorney (included as part of the signature
                         page to this Registration Statement).

                                       3
<PAGE>

Item 17.  Undertakings.
          ------------

          We hereby undertake:

          (1)  to file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  to include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

               (ii) to include any material information with respect to the plan
                    of distribution not pervasively disclosed in the
                    registration statement or any material change to such
                    information in the registration statement.

          (2)  that, for the purpose of determining liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to the initial bona fide offering
               thereof.

          (3)  to remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

          (4)  that, for purposes of determining any liability under the
               Securities Act, each filing of our annual report pursuant to
               Section 13(a) or 15(d) of the Exchange Act (and, where
               applicable, each filing of an employee benefit plan's annual
               report pursuant to Section 15(d) of the Exchange Act) that is
               incorporated by reference in the registration statement shall be
               deemed to be a new registration statement relating to the
               securities offered herein, and the offering of such securities at
               that time shall be deemed to be the initial bona fide offering
               thereof.

          (5)  for the purpose of determining any liability under the Securities
               Act, each post-effective amendment that contains a form of
               prospectus shall be deemed to be a new registration statement
               relating to the securities offered therein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereto.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of TranSwitch pursuant to the foregoing provisions, or otherwise, TranSwitch has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by TranSwitch of expenses incurred or paid
by a director, officer or controlling person of TranSwitch in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
TranSwitch will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such

                                       4
<PAGE>

indemnification by TranSwitch is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       5
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, TranSwitch
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Shelton, State of Connecticut, on this August
17, 2000.

                                    TRANSWITCH CORPORATION



                                    By: /s/ Dr. Santanu Das
                                        -------------------
                                        Dr. Santanu Das
                                        President, Chief Executive Officer
                                        and Chairman of the Board of Directors



                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Dr. Santanu Das
and Michael F. Stauff his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
registration statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

                                       6
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
         Signature                           Title                             Date
       -------------                       ---------                         --------
<S>                              <C>                                    <C>
/s/ Dr. Santanu Das              President, Chief Executive              August 17, 2000
----------------------------     Officer and Chairman of the Board
Dr. Santanu Das                  of Directors
                                 (Principal Executive Officer)

/s/ Michael F. Stauff            Vice President, Chief Financial         August 17, 2000
----------------------------     Officer and Treasurer
Michael F. Stauff                (Principal Financial and
                                 Accounting Officer)

/s/ Alfred R. Boschulte          Director                                August 17, 2000
----------------------------
Alfred R. Boschulte

/s/ Erik H. van der Kaay         Director                                August 17, 2000
----------------------------
Erik H. van der Kaay

/s/ Dr. Ljubomir Micic           Director                                August 17, 2000
----------------------------
Dr. Ljubomir Micic

/s/ Gerald Montry                Director                                August 17, 2000
----------------------------
Gerald Montry

/s/ James M. Pagos               Director                                August 17, 2000
----------------------------
James M. Pagos

/s/ Dr. Albert E. Paladino       Director                                August 17, 2000
----------------------------
Dr. Albert E. Paladino
</TABLE>

                                       7
<PAGE>

                               INDEX TO EXHIBITS




Exhibit                                Description of Exhibit
-------                                ----------------------

Exhibit 4.1      Specimen certificate representing the Common Stock of
                 TranSwitch (filed as Exhibit 4.1 to TranSwitch's Registration
                 Statement on Form S-1 (File No. 33-91694) and incorporated
                 herein by reference).

Exhibit 4.2      1995 Stock Plan of Alacrity Communications, Inc. (filed
                 herewith).

Exhibit 4.3      Form of Incentive Stock Option Agreement under the 1995 Stock
                 Plan (filed herewith).

Exhibit 5.1      Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).

Exhibit 23.1     Consent of KPMG LLP (filed herewith).

Exhibit 23.2     Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.1).

Exhibit 24.1     Power of Attorney (included as part of the signature page to
                 this Registration Statement).

                                       8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 17481}]
{"company-data": {"conformed-name": "TRANSWITCH CORP /DE", "cik": "0000944739", "assigned-sic": "3674", "irs-number": "061236189", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44032", "film-number": "705113"}, "business-address": {"street1": "THREE ENTERPRISE DRIVE", "city": "SHELTON", "state": "CT", "zip": "06484", "phone": "2039298810"}, "mail-address": {"street1": "THREE ENTERPRISE DRIVE", "city": "SHELTON", "state": "CT", "zip": "06484"}}
As filed with the Securities and Exchange Commission on August 17, 2000
                                                     Registration No. 333-___
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                          __________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                          __________________________

                            TRANSWITCH CORPORATION
            (Exact name of registrant as specified in its charter)

              Delaware                              06-1236189
              --------                              ----------
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
    incorporation or organization)

                  Three Enterprise Drive, Shelton, CT  06484
                 --------------------------------------------
              (Address of principal executive offices) (Zip Code)

               1995 STOCK PLAN OF ALACRITY COMMUNICATIONS, INC.
                           (Full title of the plan)
                          __________________________

                                DR. SANTANU DAS
   President, Chief Executive Officer and Chairman of the Board of Directors
                            TRANSWITCH CORPORATION
                            Three Enterprise Drive
                          Shelton, Connecticut  06484
                                (203) 929-8810
            (Name, address including zip code and telephone number,
                  including area code, of agent for service)
                          __________________________
                                   Copy to:
                           TIMOTHY C. MAGUIRE, ESQ.
                        Testa, Hurwitz & Thibeault, LLP
                                125 High Street
                               Boston, MA  02110
                                (617) 248-7000
========================================================================================================================
                                             CALCULATION OF REGISTRATION FEE

                                                        Proposed
                                                        Maximum
   Title of Securities to be     Amount to be        Offering Price        Proposed Maximum            Amount of
          Registered            Registered (1)         Per Share       Aggregate Offering Price     Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par         5,756 shares          $40.25(2)               $231,679(2)              $62.00 (2)
 value

========================================================================================================================
(1)  Plus such additional shares as may be required pursuant to the plan in the
     event of a stock dividend, recapitalization or other similar change in
     common stock.

(2)  The price of $40.25 per share, which is the average of the high and low
     prices reported on the Nasdaq National Market on August 11, 2000, is set
     forth solely for purposes of calculating the filing fee pursuant to Rule
     457(c).

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The following documents filed with the SEC are incorporated by
reference in this registration statement:

          .    TranSwitch's annual report on Form 10-K (File Number 0-25996) for
               the fiscal year ended December 31, 1999, filed with the SEC on
               March 30, 2000

          .    TranSwitch's quarterly report on Form 10-Q (File Number 0-25996)
               for the fiscal quarter ended March 31, 2000, filed with the SEC
               on May 9, 2000

          .    TranSwitch's quarterly report on Form 10-Q (File Number 0-25996)
               for the fiscal quarter ended June 30, 2000, filed with the SEC on
               August 11, 2000.

          .    TranSwitch's current report on Form 8-K, dated May 9, 2000

          .    TranSwitch's "Description of Capital Stock" contained in the
               TranSwitch's registration statement No. 00025996 on Form 8-A,
               dated April 28, 1995.

          All documents subsequently filed with the SEC by TranSwitch pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered herein have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

Item 5.   Interest of Named Experts and Counsel
          -------------------------------------

          The validity of the shares of common stock offered hereby will be
passed upon for TranSwitch by Testa, Hurwitz & Thibeault, LLP, Boston,
Massachusetts. Richard J. Testa and Timothy C. Maguire, partners of the firm,
beneficially own 12,676 and 1,800 shares of common stock of TranSwitch,
respectively.

Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

          Section 145 of the Delaware General Corporation Law (DGCL) permits us
to indemnify our directors, officers, employees and agents against actual and
reasonable expenses (including attorneys' fees) incurred by them in connection
with any action, suit or proceeding brought against them by reason of their
status or service as a director, officer, employee or agent by or on our behalf
and against expenses (including attorneys' fees), judgments, fines and
settlements actually and reasonably incurred by him or her in connection with
any such action, suit or proceeding, if:

                                       2
.    he or she acted in good faith and in a manner he or she reasonably believed
     to be in or not opposed to the best interests of TranSwitch and
 .    in the case of a criminal proceeding, he or she had no reasonable cause to
     believe his or her conduct was unlawful.

     Except as ordered by a court, no indemnification shall be made in
connection with any proceeding brought by or in the right of the corporation
where the person involved is adjudged to be liable to us.

     Article Ten of our amended and restated certificate of incorporation, as
amended, contains provisions that eliminate a director's personal liability for
monetary damages resulting from a breach of fiduciary duty, except in certain
circumstances involving certain wrongful acts, such as the breach of a
director's duty of loyalty or acts or omissions which involve intentional
misconduct or a knowing violation of law. These provisions do not limit or
eliminate our rights or those of any stockholder to seek non-monetary relief,
such as an injunction or rescission, in the event of a breach of a director's
fiduciary duty. These provisions will not alter a director's liability under
federal securities laws. Our certificate of incorporation also contains
provisions indemnifying our directors and officers to the fullest extent
permitted by the DGCL.

     We maintain directors and officers liability insurance for the benefit of
our directors and certain of our officers.

     Our amended and restated by-laws contain no provisions relating to the
indemnification of officers and directors.

Item 8.   Exhibits
          --------

          Exhibit No.    Description of Exhibit
          -----------    ----------------------

          Exhibit 4.1    Specimen certificate representing the common stock of
                         TranSwitch (filed as Exhibit 4.1 to TranSwitch's
                         Registration Statement on Form S-1 (File No. 33-91694)
                         and incorporated herein by reference).

          Exhibit 4.2    1995 Stock Plan of Alacrity Communications, Inc. (filed
                         herewith).

          Exhibit 4.3    Form of Incentive Stock Option Agreement under the 1995
                         Stock Plan of Alacrity Communications, Inc. (filed
                         herewith).

          Exhibit 5.1    Opinion of Testa, Hurwitz & Thibeault, LLP (filed
                         herewith).

          Exhibit 23.1   Consent of KPMG LLP (filed herewith).

          Exhibit 23.2   Consent of Testa, Hurwitz & Thibeault, LLP (included in
                         Exhibit 5.1).

          Exhibit 24.1   Power of Attorney (included as part of the signature
                         page to this Registration Statement).

                                       3
Item 17.  Undertakings.
          ------------

          We hereby undertake:

          (1)  to file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  to include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

               (ii) to include any material information with respect to the plan
                    of distribution not pervasively disclosed in the
                    registration statement or any material change to such
                    information in the registration statement.

          (2)  that, for the purpose of determining liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to the initial bona fide offering
               thereof.

          (3)  to remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

          (4)  that, for purposes of determining any liability under the
               Securities Act, each filing of our annual report pursuant to
               Section 13(a) or 15(d) of the Exchange Act (and, where
               applicable, each filing of an employee benefit plan's annual
               report pursuant to Section 15(d) of the Exchange Act) that is
               incorporated by reference in the registration statement shall be
               deemed to be a new registration statement relating to the
               securities offered herein, and the offering of such securities at
               that time shall be deemed to be the initial bona fide offering
               thereof.

          (5)  for the purpose of determining any liability under the Securities
               Act, each post-effective amendment that contains a form of
               prospectus shall be deemed to be a new registration statement
               relating to the securities offered therein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereto.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of TranSwitch pursuant to the foregoing provisions, or otherwise, TranSwitch has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by TranSwitch of expenses incurred or paid
by a director, officer or controlling person of TranSwitch in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
TranSwitch will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such

                                       4
indemnification by TranSwitch is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, TranSwitch
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Shelton, State of Connecticut, on this August
17, 2000.

                                    TRANSWITCH CORPORATION

                                    By: /s/ Dr. Santanu Das
                                        -------------------
                                        Dr. Santanu Das
                                        President, Chief Executive Officer
                                        and Chairman of the Board of Directors

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Dr. Santanu Das
and Michael F. Stauff his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
registration statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

                                       6
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                           Title                             Date
       -------------                       ---------                         --------
/s/ Dr. Santanu Das              President, Chief Executive              August 17, 2000
----------------------------     Officer and Chairman of the Board
Dr. Santanu Das                  of Directors
                                 (Principal Executive Officer)

/s/ Michael F. Stauff            Vice President, Chief Financial         August 17, 2000
----------------------------     Officer and Treasurer
Michael F. Stauff                (Principal Financial and
                                 Accounting Officer)

/s/ Alfred R. Boschulte          Director                                August 17, 2000
----------------------------
Alfred R. Boschulte

/s/ Erik H. van der Kaay         Director                                August 17, 2000
----------------------------
Erik H. van der Kaay

/s/ Dr. Ljubomir Micic           Director                                August 17, 2000
----------------------------
Dr. Ljubomir Micic

/s/ Gerald Montry                Director                                August 17, 2000
----------------------------
Gerald Montry

/s/ James M. Pagos               Director                                August 17, 2000
----------------------------
James M. Pagos

/s/ Dr. Albert E. Paladino       Director                                August 17, 2000
----------------------------
Dr. Albert E. Paladino
7
INDEX TO EXHIBITS

Exhibit                                Description of Exhibit
-------                                ----------------------

Exhibit 4.1      Specimen certificate representing the Common Stock of
                 TranSwitch (filed as Exhibit 4.1 to TranSwitch's Registration
                 Statement on Form S-1 (File No. 33-91694) and incorporated
                 herein by reference).

Exhibit 4.2      1995 Stock Plan of Alacrity Communications, Inc. (filed
                 herewith).

Exhibit 4.3      Form of Incentive Stock Option Agreement under the 1995 Stock
                 Plan (filed herewith).

Exhibit 5.1      Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).

Exhibit 23.1     Consent of KPMG LLP (filed herewith).

Exhibit 23.2     Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.1).

Exhibit 24.1     Power of Attorney (included as part of the signature page to
                 this Registration Statement).

                                       8