8-K 1 a10-13153_18k.htm 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):

 

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 5.03             AMENDMENTS 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.

 

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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 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