-----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, Kde7kgjNtPpvhWQpxTXG/1Sa5jb7UdQov1TMbWtIwClFcnIn68wQFU0PBmZGDlAu AjYpap5g1TdMromZfRM1QA== 0000902595-06-000096.txt : 20061031 0000902595-06-000096.hdr.sgml : 20061031 20061031160912 ACCESSION NUMBER: 0000902595-06-000096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061026 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20061031 DATE AS OF CHANGE: 20061031 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31614 FILM NUMBER: 061175735 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 8-K 1 form8k_vitesse.txt VITESSE SEMICONDUCTOR CORP. FORM 8K 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): October 26, 2006 VITESSE SEMICONDUCTOR CORPORATION (Exact name of registrant 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) (Zip Code) Registrant's telephone number, including area code: (805) 388-3700 Not applicable (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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On October 26, 2006, the Board of Directors of Vitesse Semiconductor Corporation (the "Company") elected Christopher Gardner, the Company's Chief Executive Officer, as a director of the Company. Mr. Gardner was also appointed to the Executive Committee of the Board of Directors of the Company. As previously disclosed, on July 5, 2006, the Company and Christopher Gardner entered into an Employment Agreement (the "Agreement"). The Agreement is effective as of June 26, 2006 and provides, among other things, that: 1. Mr. Gardner will serve as the Company's Chief Executive Officer; 2. Mr. Gardner's base salary is $310,000 per year and he will be able to participate in the employee benefit plans offered by the Company to senior executives from time to time; and 3. the term of the Agreement is two years and if Mr. Gardner's employment is terminated other than For Cause (as defined in the Agreement), death or Disability (as defined in the Agreement) or for Good Reason (as defined in the Agreement), then Mr. Gardner shall be entitled to 12 months of his base salary as severance, payable in one lump sum on the date his employment is terminated, and shall be engaged as a consultant to the Company at $3,000 per month until the earlier of (i) three years after the termination of his employment or (ii) the date the Company has an effective registration statement under the Securities Act of 1933 with respect to the shares to be issued upon exercise of options granted to Mr. Gardner. A copy of the Agreement is attached to the Company's Form 8-K dated July 6, 2006 as Exhibit 10.1 and is incorporated herein by reference. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On October 26, 2006, the Board of Directors of the Company adopted a resolution increasing the exact number of directors of the Company from 7 to 8. 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, in the City of Camarillo, State of California, on October 31, 2006. VITESSE SEMICONDUCTOR CORPORATION By: /s/ Christopher Gardner -------------------------------------- Christopher Gardner Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----