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Proc-Type: 2001,MIC-CLEAR
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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 stockholders 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 stockholders 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.
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