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): January 7, 2010

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

Vitesse Semiconductor Corporation (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on January 7, 2010 at which its stockholders approved an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 500,000,000 to 5,000,000,000. This increase permits the conversion of the Company’s recently issued 8.0% Convertible Second Lien Debentures Due 2014 into shares of common stock and provides available shares for other general corporate purposes.

The Company has filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective on January 7, 2010. The Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation is furnished as Exhibit 3.1 to this Current Report on Form 8-K.

At the Special Meeting, the Company’s stockholders also authorized a reverse stock-split. The Company’s Board of Directors may set a ratio between 1-for-20 and 1-for-50 for the reverse stock split, which may or may not be implemented. Upon the effectiveness of the reverse stock split, the number of authorized shares of the Company’s common stock will be decreased on a basis proportional to the reverse split ratio.

On January 7, 2010, the Company issued a press release announcing voting results of its special stockholders meeting. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Company presented business and financial information at the Special Meeting. A copy of the presentation is furnished as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

The information in Exhibits 99.1 and 99.2 and in this Item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation.
99.1		Press Release dated January 7, 2010.
99.2		Vitesse Semiconductor Corporation Presentation, January 7, 2010.

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: January 7, 2010

	VITESSE SEMICONDUCTOR CORPORATION


	By:	/s/ MICHAEL B. GREEN
		Michael B. Green
		Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description

3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation.
99.1		Press Release dated January 7, 2010.
99.2		Vitesse Semiconductor Corporation Presentation, January 7, 2010.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

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 or about March 6, 2000.

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 5,000,000,000, $0.01 par value.

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 7th day of January, 2010.

	By:	/s/ CHRISTOPHER R. GARDNER
		Christopher R. Gardner
		Chief Executive Officer

Exhibit 99.1

	Editorial Contact:
	Rich Yonker
	Vitesse
	+1.805.388.3700

Vitesse Stockholders Approve Proposals at Special Meeting of Stockholders

CAMARILLO, Calif. — January 7, 2010 — Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK), a leading provider of advanced integrated circuit solutions for Carrier and Enterprise networks, today held its Special Meeting of Stockholders resulting in approval to increase the number of authorized shares of common stock from 500,000,000 to 5,000,000,000 and approval to authorize the Company’s Board of Directors to effect a reverse stock split of the Vitesse’s common stock.

“The increase in our authorized shares of common stock allows us to complete the debt restructuring we entered into in October 2009,” said Chris Gardner, chief executive officer of Vitesse. “We will now turn our focus on the goal of relisting the Company on NASDAQ, increasing the opportunity for stock liquidity, and attracting investor and analyst support.”

More specifically at the Special Meeting, the stockholders approved an amendment to Vitesse’s certificate of incorporation to increase the number of authorized shares of common stock from 500,000,000 to 5,000,000,000 to permit the conversion of the Company’s recently issued Convertible Second Lien Debentures into shares of common stock and to provide available shares for other general corporate purposes. The Company will file an Amendment to its Certificate of Incorporation with the Secretary of State of Delaware to implement the increase in the number of authorized shares of common stock.

The stockholders also approved at the Special Meeting an amendment to Vitesse’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. Vitesse’s Board of Directors is authorized to set a ratio between 1-for-20 and 1-for-50 for the reverse stock split, which may or may not be implemented. Upon the effectiveness of the reverse stock split, the number of authorized shares of the Vitesse’s common stock will be decreased on a basis proportional to the reverse split ratio.

This announcement does not constitute an offer to sell, or the solicitation of an offer to purchase, any securities.

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, Ethernet-over-SONET, Optical Transport, and other applications. Additional company and product information is available at www.vitesse.com.

# # #

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 Statement:

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding Vitesse’s plans, intentions, and expectations. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. A more extensive discussion of the risk factors that could impact these areas and Vitesse’s overall business and financial performance can be found in Vitesse’s reports filed with the Securities and Exchange Commission. The risks described in such reports are not exhaustive. Vitesse expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Vitesse’s expectations or any change in events, conditions, or circumstances on which any such statement is based.

Exhibit 99.2

Special Meeting of Shareholders Chris Gardner, CEO January 7, 2010

Safe Harbor Statement This presentation contains forward-looking statements that involve risks and uncertainties concerning Vitesse’s expected financial performance, as well as our strategic and operational plans. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, risks relating to our business, liquidity, financing arrangements, and capital commitments. All information in this presentation is as of January 7, 2010 and Vitesse does not intend, and undertakes no duty, to update this information to reflect future results or circumstances. More information about potential factors that could affect Vitesse’s business and financial results is included under the captions “Risk Factors” and Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Vitesse’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009, which is on file with the U.S. Securities and Exchange Commission and available online at www.sec.gov.

Vitesse Semiconductor at a Glance 25-year history of delivering innovative IC solutions Serving growing elements of Carrier and Enterprise network markets Diversified Tier 1 and Tier 2 customer base Global presence Robust pipeline of product introductions for 2010 Well-positioned for growth and financial performance

Foundation for Future Growth Solid Financials Improved balance sheet via debt restructuring Sustainable, positive cash flow from operations in 2009 Investing ~25% R&D on focused markets Operating Leverage Reduced operating breakeven Increased cash Reduced inventory Innovation Technology leader in high-performance networking Delivered 16 new products in 2009 Plan 30+ new products for 2010 Continued leverage of IP licensing $38.0M $19.0M $36.7M $57.5M $55.0M ~$45.0M FY 2008 FY 2009

Leading Customers in the ‘Networking’ World

Market: Carrier Networking Physical Layer Switching Processing Line 8% Carrier Ethernet MACs/Switches OTN Processing Carrier 55% 37% % Rev. Products Crosspoint Switches/Signal Integrity Optical PMD/PHYs Enterprise Ethernet MACs/Switches GbE Copper PHYs SONET Processing & Switching Target Customer Base Total Available Market (TAM) Infrastructure ICs $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 2008 2009 2010 2011 2012 $M

Market: Enterprise Networking Target Customer Base Total Available Market (TAM) Physical Layer Switching Processing Line 58% Carrier Ethernet MACs/Switches OTN Processing Enterprise 40% 2% % Rev. Products Crosspoint Switches/Signal Integrity Optical PMD/PHYs Enterprise Ethernet MACs/Switches GbE Copper PHYs SONET Processing & Switching Ethernet ICs $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 2008 2009 2010 2011 2012 $M

Trends That Will Drive Our Growth Accelerated Data Traffic Growth Quadruple-play drives consumer broadband volumes Growth of smart devices fuels bandwidth demand Businesses drive robust data growth Increased Speeds Carrier and Enterprise networks must provide more capacity Networks will evolve to much higher speeds Lower power is critical Cloud computing penetrates Enterprise applications Video becomes the dominant Internet traffic All networks require mobility Increased globalization requires network upgrades Increased Network Complexity As a result, all networks will transition to Ethernet technologies

New Products Address Fastest Growing Segments TAM/SAM Growth Comparison Market CAGR Total Addressable Market ~9% Served Addressable Market ~20% $M SOURCE: Infonetics, Oppenheimer, Vitesse 0 500 1000 1500 2000 2500 2009 TAM 2012 TAM 2009 SAM 2012 SAM Physical Layer Switching Transport Processing

Vitesse ICs Can Transition All Networks to Ethernet 30+ new products planned for 2010 Spanning both Carrier and Enterprise applications 25-year history of leading transitions to new technologies MRVL BRCM VTSS.PK MSPD AMCC GND PMCS TXCC Products GbE IC Providers VITESSE Traditional Telecom IC Providers Enterprise Ethernet MACs/Switches GbE Copper PHYs Crosspoint Switches/Signal Integrity Optical PMD/PHYs Carrier Ethernet MACs/Switches OTN Processing SONET Processing & Switching New Entry, No Market Traction Partial Solution, Limited Market Traction Vitesse Strategic Investment Area Complete Solution, Market Traction Enterprise Carrier

FY2008 to FY2009 Financial Summary (GAAP) 14.2 11.4 18.8 57.5 FY 09 Actual 230 (0.08) 2 -2% 2 (3.6) 2 93.4 2 53.4% 49.4% 168.2 13.3 154.9 FY 09 Actual 16.1 Accounts Payable 6.3 Accounts Receivable 37.5 Net Inventory 36.7 Cash FY 08 Actual $M Balance Sheet 224 Shares Outstanding 0.03 EPS 4% Operating Income % of Revenue (11.9) 8.3 Operating Income +20.5 113.9 Operating Expenses 53.5% Total (35.0) 51.3% Product Gross Margin % 1 228.5 Total 10.0 IP (63.6) 218.5 Product Revenue FY 08 vs. FY 09 ($M) FY 08 Actual $M Income Statement 1 Gross Margin defined as Revenue less Cost of Revenue 2 Excludes non-cash goodwill write-off of $191.4M and KPMG legal settlement of $16M

FY2007 to FY2009 REVENUE (GAAP) 0 10 20 30 40 50 60 70 Q1 FY07 Q2 FY07 Q3 FY07 Q4 FY07 Q1 FY08 Q2 FY08 Q3 FY08 Q4 FY08 Q1 FY09 Q2 FY09 Q3 FY09 Q4 FY09 $M Product IP

Product Revenue by Segment 2006 – 2009 Revenue 2009 Revenue Carrier + Enterprise Non-Core $0 $20 $40 $60 $80 $100 $120 $140 $160 $180 $200 2006 2007 2008 2009 $M $0 $20 $40 Q1 Q2 Q3 Q4 $M

FY2007 to FY2009 OPERATING INCOME (GAAP) -10 -6 -2 2 6 10 14 18 Q1 FY07 Q2 FY07 Q3 FY07 Q4 FY07 Q1 FY08 Q2 FY08 Q3 FY08 Q4 FY08 Q1 FY09 Q2 FY09 Q3 FY09 Q4 FY09 $M Operating Income Ex non-cash Goodwill w/o $191M Includes KMPG $16.0M settlement

FY2007 to FY2009 CASH (GAAP) Improved Operations Reduced Channel Costs Operations Cash Flow Positive in 2009 0 10 20 30 40 50 60 70 Q1 FY07 Q2 FY07 Q3 FY07 Q4 FY07 Q1 FY08 Q2 FY08 Q3 FY08 Q4 FY08 Q1 FY09 Q2 FY09 Q3 FY09 Q4 FY09 $M Cash KPMG

Debt Restructuring Note: The transaction increased the number of outstanding shares from 230 million to 480 million 0 20 40 60 80 100 120 140 Total Debt Senior Debt Bondholder Debt Debt Servicing Cash $M Before Restructuring After Restructuring

Outlook and Financial Goals Positioned for Growth in 2010 and Beyond Continue to generate positive cash flow from operations Increase product introductions to deliver 30+ new products Transition California test facility to subcontractors in Asia Pursue relisting of stock on NASDAQ Long–Term Financial Targets Remain Unchanged Revenue Growth ~20% yr/yr Gross Margin 55% to 60% of revenue R&D 25% to 28% SG&A 11% to 14% Income from Operations 11% to 16% EBITDA 17% to 22% Annual Inventory Turns 5x

Key Takeaways Large Opportunity Benefit from growing worldwide demand for network bandwidth Diversified Tier 1 and Tier 2 OEM customers Well-positioned in both Carrier and Enterprise networking Right Products at the Right Time Over 30 new products in 2010, up from 16 in 2009 Positioned to capture design wins for network transitions to Ethernet and higher speeds Vitesse is a sole-source supplier to most of its major customers Stronger balance sheet following debt restructuring Positioned for operating leverage Resources to continue investment in R&D Solid Financials to Make It Happen