<PAGE>

  As filed with the Securities and Exchange Commission on September 27, 2001
                                                       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)

         1999 STOCK INCENTIVE PLAN OF ONEX COMMUNICATIONS CORPORATION
                           (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       Amount to be         Offering       Proposed Maximum        Amount of
 to be Registered         Registered (1)       Price Per      Aggregate Offering     Registration
                                                 Share               Price                Fee
----------------------------------------------------------------------------------------------------
<S>                       <C>                  <C>            <C>                    <C>
Common Stock, $.001
 par value                    523,543            $3.55           $1,858,577            $464.64
====================================================================================================
</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 $3.55 per share, which is the average of the high and low
     prices reported on the Nasdaq National Market on September 26, 2001, 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.
        ---------------------------------------

     We filed the following documents with the Securities and Exchange
Commission ("SEC") (File Number 0-25996) which are incorporated by reference in
this registration statement:

     .   TranSwitch's annual report on Form 10-K for the fiscal year ended
         December 31, 2000, filed with the SEC on April 2, 2001

     .   Amendment No. 1 to TranSwitch's Annual Report on Form 10-K for the year
         ended December 31, 2000, filed with the SEC on August 24, 2001

     .   Proxy Statement, filed on April 17, 2001, for the 2001 Anuual Meeting
         of Shareholders;

     .   TranSwitch's quarterly report on Form 10-Q for the fiscal quarter ended
         March 31, 2001, filed with the SEC on May 11, 2001

     .   TranSwitch's quarterly report on Form 10-Q for the fiscal quarter ended
         June 30, 2001, filed with the SEC on August 8, 2001

     .   TranSwitch's current report on Form 8-K, dated January 24, 2001

     .   TranSwitch's current report on Form 8-K, dated January 25, 2001

     .   TranSwitch's current report on Form 8-K, dated February 21, 2001

     .   TranSwitch's current report on Form 8-K, dated February 23, 2001

     .   TranSwitch's current report on Form 8-K, dated August 24, 2001

     .   TranSwitch's "Description of Capital Stock" contained in the
         TranSwitch's registration statement No. 0-25996 on Form 8-A, dated
         May 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.

                                       2
<PAGE>

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:

 .  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   1999 Stock Incentive Plan of Onex Communications
                     Corporation (filed herewith).

                                       3
<PAGE>

       Exhibit 4.3   Form of Incentive Stock Option Agreement under the 1999
                     Stock Incentive Plan of Onex Communications Corporation
                     (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).

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 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.

                                       4
<PAGE>

     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
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
September 27, 2001.

                                    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 Peter J. Tallian 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.

<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                         September 27, 2001
-------------------------------------------        Officer and Chairman of the Board of Directors
Dr. Santanu Das                                    (Principal Executive Officer)

/s/ Peter J. Tallian                               Senior Vice President, Chief Financial Officer     September 27, 2001
-------------------------------------------        and Treasurer
Peter J. Tallian                                   (Principal Financial and Accounting Officer)

/s/ Alfred F. Boschulte                            Director                                           September 27, 2001
-------------------------------------------
Alfred F. Boschulte

/s/ Erik H. van der Kaay                           Director                                           September 27, 2001
-------------------------------------------
Erik H. van der Kaay

/s/ Gerald F. Montry                               Director                                           September 27, 2001
-------------------------------------------
Gerald F. Montry

/s/ James M. Pagos                                 Director                                           September 27, 2001
-------------------------------------------
James M. Pagos

/s/ Dr. Albert E. Paladino                         Director                                           September 27, 2001
-------------------------------------------
Dr. Albert E. Paladino

/s/ Dr. Hagen Hultzsch                             Director                                           September 27, 2001
-------------------------------------------
Dr. Hagen Hultzsch
</TABLE>
<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           1999 Stock Incentive Plan of Onex Communications
                      Corporation (filed herewith).

Exhibit 4.3           Form of Incentive Stock Option Agreement under the 1999
                      Stock Incentive Plan of Onex Communications Corporation
                      (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).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17914}]
{"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": "333-70344", "film-number": "1746676"}, "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 September 27, 2001
                                                       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)

         1999 STOCK INCENTIVE PLAN OF ONEX COMMUNICATIONS CORPORATION
                           (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       Amount to be         Offering       Proposed Maximum        Amount of
 to be Registered         Registered (1)       Price Per      Aggregate Offering     Registration
                                                 Share               Price                Fee
----------------------------------------------------------------------------------------------------
Common Stock, $.001
 par value                    523,543            $3.55           $1,858,577            $464.64
====================================================================================================
(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 $3.55 per share, which is the average of the high and low
     prices reported on the Nasdaq National Market on September 26, 2001, 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.
        ---------------------------------------

     We filed the following documents with the Securities and Exchange
Commission ("SEC") (File Number 0-25996) which are incorporated by reference in
this registration statement:

     .   TranSwitch's annual report on Form 10-K for the fiscal year ended
         December 31, 2000, filed with the SEC on April 2, 2001

     .   Amendment No. 1 to TranSwitch's Annual Report on Form 10-K for the year
         ended December 31, 2000, filed with the SEC on August 24, 2001

     .   Proxy Statement, filed on April 17, 2001, for the 2001 Anuual Meeting
         of Shareholders;

     .   TranSwitch's quarterly report on Form 10-Q for the fiscal quarter ended
         March 31, 2001, filed with the SEC on May 11, 2001

     .   TranSwitch's quarterly report on Form 10-Q for the fiscal quarter ended
         June 30, 2001, filed with the SEC on August 8, 2001

     .   TranSwitch's current report on Form 8-K, dated January 24, 2001

     .   TranSwitch's current report on Form 8-K, dated January 25, 2001

     .   TranSwitch's current report on Form 8-K, dated February 21, 2001

     .   TranSwitch's current report on Form 8-K, dated February 23, 2001

     .   TranSwitch's current report on Form 8-K, dated August 24, 2001

     .   TranSwitch's "Description of Capital Stock" contained in the
         TranSwitch's registration statement No. 0-25996 on Form 8-A, dated
         May 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.

                                       2
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:

 .  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   1999 Stock Incentive Plan of Onex Communications
                     Corporation (filed herewith).

                                       3
Exhibit 4.3   Form of Incentive Stock Option Agreement under the 1999
                     Stock Incentive Plan of Onex Communications Corporation
                     (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).

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 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.

                                       4
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
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
September 27, 2001.

                                    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 Peter J. Tallian 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.
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                         September 27, 2001
-------------------------------------------        Officer and Chairman of the Board of Directors
Dr. Santanu Das                                    (Principal Executive Officer)

/s/ Peter J. Tallian                               Senior Vice President, Chief Financial Officer     September 27, 2001
-------------------------------------------        and Treasurer
Peter J. Tallian                                   (Principal Financial and Accounting Officer)

/s/ Alfred F. Boschulte                            Director                                           September 27, 2001
-------------------------------------------
Alfred F. Boschulte

/s/ Erik H. van der Kaay                           Director                                           September 27, 2001
-------------------------------------------
Erik H. van der Kaay

/s/ Gerald F. Montry                               Director                                           September 27, 2001
-------------------------------------------
Gerald F. Montry

/s/ James M. Pagos                                 Director                                           September 27, 2001
-------------------------------------------
James M. Pagos

/s/ Dr. Albert E. Paladino                         Director                                           September 27, 2001
-------------------------------------------
Dr. Albert E. Paladino

/s/ Dr. Hagen Hultzsch                             Director                                           September 27, 2001
-------------------------------------------
Dr. Hagen Hultzsch
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           1999 Stock Incentive Plan of Onex Communications
                      Corporation (filed herewith).

Exhibit 4.3           Form of Incentive Stock Option Agreement under the 1999
                      Stock Incentive Plan of Onex Communications Corporation
                      (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).