-----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, UjC118rwwtDVaNDvn7gBV9RLnwlQ1vTS8Al+vWQfLjwp81y6hrGIR290MZrMPzXT Xm7QsM7t1bRFIWNqTQAEZA== 0000950103-03-002141.txt : 20031107 0000950103-03-002141.hdr.sgml : 20031107 20031107145320 ACCESSION NUMBER: 0000950103-03-002141 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031107 FILER: 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105155 FILM NUMBER: 03984891 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 424B3 1 nov0703_424b3.htm
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED MAY 16, 2003
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-105155

2,100,000 Shares

VITESSE SEMICONDUCTOR CORPORATION
COMMON STOCK

          This prospectus supplement relates to the resale by the selling stockholders of shares of common stock of Vitesse Semiconductor Corporation.

          This prospectus supplement should be read in conjunction with the prospectus dated May 16, 2003, which is to be delivered with this prospectus supplement. All capitalized terms used but not defined in the prospectus supplement shall have the meanings given them in the prospectus.

          The table below sets forth information as of the date hereof concerning beneficial ownership of the common stock of the selling stockholders as listed below. All information concerning beneficial ownership has been furnished by the selling stockholders.

Name of Beneficial Owner   Shares
Beneficially
Owned (1)
  Percent of
Outstanding
Vitesse Stock (4)
  Shares
Offered
  Shares Owned
After Offering (5)
  Percent of
Outstanding
Vitesse Stock
(4)(5)
 






James V. Rubino (2)   380,725   *   176,252   204,473   *  
Klaus-Peter Deyring (3)   285,576   *   132,204   153,372   *  





    666,301   *   308,456   357,845   *  


*Represents less than 1% of the outstanding shares of Common Stock.

(1) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of the date of this prospectus through the exercise of any stock option or other right.

(2) Includes (i) 176,252 shares offered hereby, and (ii) 204,473 outstanding shares held in escrow for such stockholder’s account by US Bank Trust, National Association, as escrow agent, pursuant to the Stock Purchase Agreement, which shares are not offered hereby. Unless subject to a claim for indemnification by Vitesse, or reacquired by Vitesse as a result of the resolution of such a claim, the shares held in escrow will be released to the selling stockholders on January 31, 2004.

(3) Includes (i) 132,204 shares offered hereby, and (ii) 153,372 outstanding shares held in escrow for such stockholder’s account by US Bank Trust, National Association, as escrow agent, pursuant to the Stock Purchase Agreement, which shares are not offered hereby. Unless subject to a claim for indemnification by Vitesse, or reacquired by Vitesse as a result of the resolution of such a claim, the shares held in escrow will be released to the selling stockholders on January 31, 2004.

(4) Based on the number of shares of Vitesse common stock outstanding as of October 31, 2003.

(5) Assumes the sale of all shares offered hereby.







THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE “RISK FACTORS”
BEGINNING ON PAGE 3 OF THE PROSPECTUS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.




The date of this Prospectus Supplement is November 7, 2003.

-----END PRIVACY-ENHANCED MESSAGE-----