8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2010

VITESSE SEMICONDUCTOR CORPORATION

(Exact name of issuer as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-31614	77-0138960
(Commission File Number)	(IRS Employer Identification No.)

741 Calle Plano

Camarillo, California 93012

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code (805) 388-3700

N/A

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 5.03AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On June 30, 2010, Vitesse Semiconductor Corporation (the “Company”) effected a 1-for-20 reverse stock split of the Company’s common stock pursuant to the filing of a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on, and effective as of, June 30, 2010.  The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

On June 30, 2010, the Company issued a press release announcing the effectiveness of the reverse stock split.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in Exhibit 99.1 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

(d)Exhibits.

3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation
99.1	Press release dated June 30, 2010.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 30, 2010
	VITESSE SEMICONDUCTOR CORPORATION
	By:	/s/ RICHARD C. YONKER
		Richard C. Yonker
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation
99.1	Press release dated June 30, 2010.

3

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

THE AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION
OF
VITESSE SEMICONDUCTOR CORPORATION

(Pursuant to Section 242)

The undersigned does hereby certify as follows on behalf of Vitesse Semiconductor Corporation, a corporation organized and existing under the General Corporation Law of Delaware (the “Corporation”), for the purpose of amending its Amended and Restated Certificate of Incorporation:

1.The name of the Corporation is Vitesse Semiconductor Corporation.

2.The Corporation filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on January 10, 1992.

3.Article 4 of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows (the “Amendment”):

This Corporation is authorized to issue two classes of shares to be designated respectively Preferred Stock (“Preferred”) and Common Stock (“Common”). The total number of shares of Preferred this Corporation shall have authority to issue shall be 10,000,000, $0.01 par value, and the total number of Common this Corporation shall have authority to issue shall be 250,000,000, $0.01 par value.

Upon the filing and effectiveness (the “Effective Time”) of this amendment to the Amended and Restated Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, each twenty (20) shares of Common issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (such combination, the “Reverse Stock Split”). No fractional shares of Common shall be issued in connection with the Reverse Stock Split.

Stockholders of record who otherwise would be entitled to receive fractional shares of Common shall be entitled to receive cash (without interest) for such holder’s fractional share in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common as reported on the Pink Sheets, as of the date this Certificate of Amendment is filed and becomes effective with the Secretary of State of the State of Delaware, by (b) the fraction of one share owned by the stockholder.

The Preferred may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board). The Board of Directors is further authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred and, to fix the number of shares of any series of Preferred and the designation of any such series of Preferred. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares in any such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.

4.Except as expressly amended by this Amendment, the provisions of the Corporation’s Amended and Restated Certificate of Incorporation shall remain in full force and effect.

5.The Corporation’s Board of Directors duly adopted resolutions approving the Amendment in accordance with Section 242 of the Delaware General Corporation Law, declaring the Amendment to be advisable and calling a Special Meeting of Stockholders for the approval of the Amendment.

6.The Amendment was duly adopted and approved at a Special Meeting of Stockholders by an affirmative vote of more than a majority of holders of shares of the Corporation’s common stock entitled to vote in accordance with Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been executed by the undersigned this 30th day of June, 2010.

By:	RICHARD C. YONKER
Name:	Richard C. Yonker
Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS

For Immediate Release

Editorial Contact:

Rich Yonker

Vitesse

+1.805.388.3700

Vitesse 1-for-20 Reverse Stock Split Complete

CAMARILLO, Calif. — June 30, 2010 — Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) announced that a previously approved 1-for-20 reverse split of its common stock has been completed. Trading of the Company’s common stock on a split-adjusted basis begins at the open of trading on July 1, 2010. The shares will trade with the new CUSIP number 928497304.

The reverse stock split automatically combines each 20 shares of issued and outstanding common stock into one share of common stock. Vitesse will not issue fractional shares in connection with the reverse stock split and stockholders otherwise entitled to a fractional share will receive cash in lieu of the fractional share. Each stockholder’s percentage ownership in the Company and proportional voting power will remain unchanged after the reverse stock split, except for minor changes and adjustments resulting from the treatment of fractional shares.

Stockholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts. Beneficial holders may contact their bank, broker, or nominee for more information.

Stockholders with shares held in certificate form are required to exchange their stock certificates for a book-entry statement of holdings or a new certificate representing the shares of common stock resulting from the reverse split. Shortly after June 30, 2010, registered holders who hold stock in certificate form will receive a Letter of Transmittal and instructions for exchanging their certificates from Computershare Investor Services, Vitesse’s transfer agent. Registered holders may contact Computershare for more information at 781-575-2879.

Effective July 1, 2010, the conversion price of the Company’s 2014 Convertible Debentures will adjust to $4.50 as a result of the reverse stock split.

About Vitesse

Vitesse designs, develops and markets a diverse portfolio of high-performance, cost-competitive semiconductor solutions for Carrier and Enterprise networks worldwide. Engineering excellence and dedicated customer service distinguish Vitesse as an industry leader in high-performance Ethernet LAN, WAN, and RAN, Ethernet-over-SONET/SDH, Optical Transport (OTN), and best-in-class Signal Integrity and Physical Layer products for Ethernet,  Fibre Channel, Serial Attached SCSI, InfiniBand®, Video, and PCI Express applications. Additional company and product information is available at www.vitesse.com.

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Vitesse is a registered trademark in the United States and/or other jurisdictions of Vitesse Semiconductor Corporation. All other trademarks or registered trademarks mentioned herein are the property of their respective holders.

Cautions Regarding Forward Looking Statements:

All statements included or incorporated by reference in this release are forward-looking statements. These forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current facts. These forward-looking statements are based on our current expectations, estimates and projections about our business and industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” and similar terms, and variations or negatives of these words. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements.