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 16, 2014

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.)

4721 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):

oWritten communications pursuant to Rule 425 under the Securities Act

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

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

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

Item 8.01. Other Events.

On June 12, 2014, we entered into an underwriting agreement (the “Underwriting Agreement”) with the several Underwriters named in the Underwriting Agreement (the “Underwriters”) for which Needham & Company, LLC is acting as representative, relating to an underwritten public offering of 7,462,675 shares of our common stock, $0.01 par value, at a per share price to the public of $3.35.

Pursuant to the Underwriting Agreement, we granted the Underwriters a 30-day option to purchase up to an additional 1,119,401 shares of common stock.  The underwriters exercised their option with respect to all 1,119,401 additional shares on June 16, 2014.

The public offering closed on June 17, 2014, and we sold to the Underwriters an aggregate of 8,582,076 shares for gross proceeds of approximately $28.7 million, $26.7 million after deducting the underwriting discount and offering expenses payable by us of approximately $230,000.

The Company issued a press release on June 17, 2014 announcing the closing of the public offering.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

99.1Press Release dated June 17, 2014.

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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.

	VITESSE SEMICONDUCTOR CORPORATION
Date: June 17, 2014	By:	/s/ Martin S. McDermut
		Martin S. McDermut
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release dated June 17, 2014.

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EX-99.1

Exhibit 99.1

For Immediate Release

Company Contact:	Agency Contact:
Marty McDermut	Kirsten Chapman
Vitesse Semiconductor	LHA
+1.805.388.3700	+1.415.433.3777
invest@vitesse.com	VTSS@lhai.com

Vitesse Closes $28.7 Million Public Offering of Its Common Stock

CAMARILLO, Calif. – June 17, 2014 – Vitesse Semiconductor Corporation (NASDAQ: VTSS) today announced the closing of an underwritten public offering for 8,582,076 shares of its common stock, which includes the exercise in full by the underwriters of their over-allotment option, at a per share price to the public of $3.35. The Company will receive net proceeds of approximately $26.7 million after deducting the underwriting discount and estimated offering expenses.

Needham & Company, LLC acted as the sole book-running manager of the offering. Craig-Hallum Capital Group LLC, The Benchmark Company, LLC and Northland Securities, Inc. acted as co-managers. Counsel for Vitesse was Stubbs Alderton & Markiles, LLP.

About Vitesse

Vitesse (Nasdaq: VTSS) designs a diverse portfolio of high-performance semiconductor solutions for Carrier, Enterprise and Internet of Things (IoT) networks worldwide. Vitesse products enable the fastest-growing network infrastructure markets including Mobile Access/IP Edge, Cloud Computing, SMB/SME Enterprise and IoT Networking.

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Vitesse is a registered trademark of Vitesse Semiconductor Corporation in the United States and other jurisdictions. All other trademarks or registered trademarks mentioned herein are the property of their respective holders.

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