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 15, 2009

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):

o            Written communications pursuant to Rule 425 under the Securities Act

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

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

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

ITEM 8.01             OTHER EVENTS.

On June 15, 2009, Vitesse Semiconductor Corporation (the “Company”) issued a press release announcing that it had reached a settlement in connection with its lawsuit against its former auditing firm, KPMG LLP.  A copy of such press release is attached hereto as Exhibit 99.1.

On June 13, 2007, the Company filed a lawsuit in the Superior Court for the County of Los Angeles against KPMG LLP alleging negligence in the audit of the Company’s stock option grants and financial statements during the time period between 1994 to 2000.  The complaint was later amended to include the years 2001 to 2004.

Under the terms of the settlement agreement, KPMG has agreed to pay to the Company $22.5 million and forgive all past indebtedness.  In addition, both the Company and KPMG have agreed to execute mutual general releases of all claims.

The information in this Current Report on Form 8-K, including 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 this Current Report 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.

  99.1 Press Release dated June 15, 2009.

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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 15, 2009
	VITESSE SEMICONDUCTOR CORPORATION
	By:	/s/ Michael B. Green
		Michael B. Green
		Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated June 15, 2009.

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EX-99.1

Exhibit 99.1

NEWS

For Immediate Release

Contact:

Rich Yonker

CFO

Vitesse

+1.805.388.3700

Vitesse Announces Settlement With KPMG

CAMARILLO, Calif. — June 15, 2009 — Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) announced that it has reached a settlement in connection with the Company’s lawsuit against its former auditing firm KPMG LLP. Under the settlement, KPMG has agreed to pay Vitesse $22.5 million and forgive all past indebtedness. Additionally, the parties agreed to execute mutual general releases of all claims.

In June 2007, the Company filed suit against KPMG alleging that KPMG was negligent in auditing the Company’s stock option grants and financial statements during the years 1994 to 2000. The Company later amended its Complaint to include the years 2001 to 2004.

The terms of the settlement were reached following mediation before the Hon. Daniel Weinstein (Ret.).

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 Gigabit Ethernet LAN, Ethernet-over-SONET, Fibre Channel, Serial Attached SCSI, Optical Transport, and other applications. Vitesse innovation empowers customers to deliver superior products for Enterprise, Access, Metro, and Core 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.

Safe Harbor

Statements made in this release that are not historical facts are “forward-looking” statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change at any time.  These forward-looking statements may include, but are not limited to, statements containing words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “hope,” “intend,” and similar expressions.  Factors, including those related to our business and financial result, that could cause actual results to differ are identified in the public filings made by Vitesse with the Securities and Exchange Commission, which are available on the web site of the Securities and Exchange Commission, www.sec.gov.  The forward-looking statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control.  We caution investors that any forward-looking statements made by us are not guarantees of future performance.  We disclaim any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.