-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JjaiuZ4InAfTHrX1Xl1gn6ZWhr3mEyvTkRd21IvWqTJHGIrrKRcE6imeinpp0a9U QMGL3nDd3uG8XYvJjtd2fg== 0000950123-09-059870.txt : 20091109 0000950123-09-059870.hdr.sgml : 20091109 20091109110422 ACCESSION NUMBER: 0000950123-09-059870 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091109 DATE AS OF CHANGE: 20091109 GROUP MEMBERS: LINDEN CAPITAL LP GROUP MEMBERS: LINDEN GP LLC GROUP MEMBERS: SIU MIN WONG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VITESSE SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000880446 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770138960 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-42031 FILM NUMBER: 091166987 BUSINESS ADDRESS: STREET 1: 741 CALLE PLANO CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8053883700 MAIL ADDRESS: STREET 1: 741 CALLE PLANO CITY: CAMARILLO STATE: CA ZIP: 93012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Linden Capital L.P. CENTRAL INDEX KEY: 0001349339 IRS NUMBER: 980430338 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 18 CHURCH STREET, SKANDIA HOUSE CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 441-294-3202 MAIL ADDRESS: STREET 1: 18 CHURCH STREET, SKANDIA HOUSE CITY: HAMILTON STATE: D0 ZIP: HM11 SC 13G 1 c92228sc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

Under the Securities Exchange Act of 1934
(Amendment No. )*

Vitesse Semiconductor Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
928497106
(CUSIP Number)
October 30, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

 
 

 

                     
CUSIP No.
  
928497106 
  

 

           
1   NAMES OF REPORTING PERSONS
Linden Capital LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Bermuda
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   43,320,342
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    43,320,342
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  43,320,342
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.99%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN

Page 2 of 10

 

                     
CUSIP No.
  
928497106 
  

 

           
1   NAMES OF REPORTING PERSONS
Linden GP LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   43,320,342
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    43,320,342
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  43,320,342
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.99%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

Page 3 of 10

 

                     
CUSIP No.
  
928497106 
  

 

           
1   NAMES OF REPORTING PERSONS
Siu Min Wong
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   þ
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  China
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   43,320,342
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    43,320,342
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  43,320,342
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.99%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN, HC

Page 4 of 10

 

ITEM 1(a). Name of Issuer:
Vitesse Semiconductor Corporation (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive Offices:
741 Calle Plano
Camarillo, CA 93012
Item 2(a). Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are: Linden Capital LP, a Bermuda limited partnership (“Linden Capital”), Linden GP LLC, a Delaware limited liability company (“Linden GP”), and Siu Min Wong (“Mr. Wong,” and collectively, the “Reporting Persons”). Linden GP is the general partner of Linden Capital, and Mr. Wong is the managing member of Linden GP. Therefore, Linden GP and Mr. Wong may each be deemed to beneficially own the shares of Common Stock (as defined below) owned by Linden Capital.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address for Linden Capital is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda.
The principal business address for each of Linden GP and Mr. Wong is 590 Madison Avenue, 15th Floor, New York, New York 10022.
Item 2(c). Citizenship:
Linden Capital is a Bermuda limited partnership.
Linden GP is a Delaware limited liability company.
Mr. Wong is a citizen of China.
Item 2(d). Title of Class of Securities
Common Stock, $.01 par value per share (the “Common Stock”).
Item 2(e). CUSIP Number: 928497106
Item 3.    
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.
         
(a)
  o   Broker or dealer registered under Section 15 of the Exchange Act.
 
        
(b)
  o   Bank as defined in Section 3(a)(6) of the Exchange Act.
 
        
(c)
  o   Insurance company defined in Section 3(a)(19) of the Exchange Act.
 
        
(d)
  o   Investment company registered under Section 8 of the Investment Company Act.
 
        
(e)
  o   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
 
        
(f)
  o   An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
 
        
(g)
  o   A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
 
        
(h)
  o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

Page 5 of 10

 

         
 
        
(i)
  o   A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
        
(j)
  o   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a)  
Amount beneficially owned:
 
     
The Reporting Persons collectively own: (i) 13,254,223 shares of Common Stock, (ii) 187,503 shares of the Company’s Series B Participating Non-Cumulative Convertible Preferred Stock (“Series B Preferred”), and (iii) $6,400,000 principal amount of the Company’s 8.00% Convertible Second Lien Debentures due 2014 (the “8.00% Debentures”). The shares of Series B Preferred and the 8.00% Debentures held by the Reporting Persons are convertible into shares of Common Stock but only to the extent that conversion would not cause the holder to become a beneficial owner of more than 9.99% of the shares of Common Stock outstanding. The Reporting Persons are deemed to collectively beneficially own an aggregate of 43,320,342 shares of Common Stock, which represent approximately 9.99% of the number of shares of Common Stock outstanding as of the most recent date such number was reported by the issuer.
 
  (b)  
Percent of class:
 
     
The Reporting Persons have beneficial ownership of shares constituting 9.99% of all of the outstanding shares of Common Stock.
 
  (c)  
Number of shares as to which such person has:
 
     
(i) Sole power to vote or to direct the vote
 
     
Not applicable.
 
     
(ii) Shared power to vote or to direct the vote
 
     
Linden Capital, Linden GP and Mr. Wong have shared power to vote or direct the vote of the 43,320,342 shares of Common Stock held by Linden Capital.
 
     
(iii) Sole power to dispose or to direct the disposition of Not applicable.
 
     
(iv) Shared power to dispose or to direct the disposition of
 
     
Linden Capital, Linden GP and Mr. Wong have shared power to dispose or direct the disposition of the 43,320,342 shares of Common Stock held by Linden Capital.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

Page 6 of 10

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7.   
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit B attached hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 7 of 10

 

SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: November 6, 2009
           
LINDEN CAPITAL L.P.
 		    
By:   Linden GP LLC, general partner      
     
  By:   /S/ Siu Min Wong      
    Siu Min Wong,     
    Managing Member     
 
LINDEN GP LLC
 		    
By:   /S/ Siu Min Wong      
  Siu Min Wong,     
  Managing Member     
 
     
/S/ Siu Min Wong      
SIU MIN WONG     
     
 

 

Page 8 of 10

 

EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Vitesse Semiconductor Corporation dated November 6, 2009 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: November 6, 2009
           
LINDEN CAPITAL L.P.
 		    
By:   Linden GP LLC, general partner      
     
  By:   /S/ Siu Min Wong      
    Siu Min Wong,     
    Managing Member     
 
LINDEN GP LLC
 		    
By:   /S/ Siu Min Wong      
  Siu Min Wong,     
  Managing Member   
 
   
/S/ Siu Min Wong      
SIU MIN WONG     
     

 

Page 9 of 10

 

         
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
Linden Capital L.P.
Linden GP LLC
Siu Min Wong

 

Page 10 of 10

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