POS AM 1 a14-4048_1posam.htm POS AM

 

As filed with the Securities and Exchange Commission on January 22, 2014

Registration No.  333-178346

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

POST-EFFECTIVE AMENDMENT NO. 1

TO

 

FORM S-3

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 


 

VITESSE SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

77-0138960

(State of other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

4721 Calle Carga

Camarillo, California 93012

(805) 388-3700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 


 

Christopher R. Gardner

Chief Executive Officer

Vitesse Semiconductor Corporation

4721 Calle Carga

Camarillo, California 93012

(805) 388-3700

(Name, address, including zip code, and telephone number, including area code of agent for service)

 


 

Copy to:

 

John J. McIlvery, Esq.

Stubbs Alderton & Markiles, LLP

15260 Ventura Boulevard, 20th Floor

Sherman Oaks, California 91403

(818) 444-4500

 


 

Approximate date of commencement of proposed sale to the public: This post-effective amendment withdraws from registration all securities of Vitesse Semiconductor Corporation that remain unsold under Registration Statement No. 333-178346.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨

 

Accelerated filer x

 

 

 

Non-accelerated filer ¨ (Do not check if smaller reporting company)

 

Smaller reporting company ¨

 

 

 



 

Explanatory Note

 

Vitesse Semiconductor Corporation, or the Company, hereby amends the Company’s Registration Statement on Form S-3 (File No. 333-178346) to withdraw from registration any and all securities of the Company registered thereunder which have not been sold pursuant to such Registration Statement.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camarillo, State of California, on January 22, 2014.

 

 

VITESSE SEMICONDUCTOR CORPORATION

 

 

 

By:

/s/ Martin S. McDermut

 

 

Martin S. McDermut

 

 

Chief Financial Officer

 

Note: No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

3