PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3)
TO PROSPECTUS DATED SEPTEMBER 8, 2000 REGISTRATION NO. 333-38782
$720,000,000
VITESSE SEMICONDUCTOR CORPORATION
4.00% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2005
AND THE COMMON STOCK ISSUABLE UPON
CONVERSION OF THE DEBENTURES
This prospectus supplement relates to the resale by the selling
securityholders of 4.00% convertible subordinated debentures due 2005 of
Vitesse Semiconductor Corporation and the common stock issuable upon conversion
of the debentures.
This prospectus supplement should be read in conjunction with the
prospectus dated September 8, 2000, which is to be delivered with this
prospectus supplement. All capitalized terms used but not defined in the
prospectus supplement shall have the meanings given them in the prospectus.
The table below sets forth information as of the date hereof
concerning beneficial ownership of the notes of the selling securityholders as
listed below. All information concerning beneficial ownership has been
furnished by the selling securityholders.
<TABLE>
Name Principal amount of Percentage of Number of shares Percentage of
debentures debentures of common stock common stock
beneficially owned outstanding that may be sold outstanding (2)
that may be sold hereby (1)
hereby
<S> <C> <C> <C> <C>
Goldman Sachs and
Company (3) 586,000 ** 5,223 **
Putnam Convertible
Income- Growth Trust 2,800,000 ** 24,958 **
Putnam Convertible
Opportunities and Income
Trust 143,000 ** 1,275 **
Putnam Asset Allocation
Funds- Balanced Portfolio 427,000 ** 3,806 **
Putnam Asset Allocation
Funds- Conservative
Portfolio 261,000 ** 2,326 **
Museum of Fine Arts,
Boston 58,000 ** 517 **
ProMutual 212,000 ** 1,890 **
University of Rochester 54,000 ** 481 **
Parker-Hannifin
Corporation 99,000 ** 882 **
Tribeca Investments LLC 5,000 ** 45 **
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<PAGE>
Name Principal amount of Percentage of Number of shares Percentage of
debentures debentures of common stock common stock
beneficially owned outstanding that may be sold outstanding (2)
that may be sold hereby (1)
hereby
<S> <C> <C> <C> <C>
Banque de Gestion
Financiere 510,000 ** 4,546 **
Value Line Convertible 1,000,000 ** 8,914 **
Fund, Inc.
</TABLE>
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**Less than 1%
(1) Assumes conversion of all of the holders's debentures at a conversion
price of $112.1875 per share of common stock. However, this conversion
price will be subject to adjustment as described under "Description of
Debentures-Conversion." As a result, the amount of common stock issuable
upon conversion of the debentures may increase or decrease in the future.
(2) Calculated based on Rule 13d-3 under the Exchange Act using 179,618,298
shares of common stock outstanding as of July 31, 2000. In calculating
this amount, we treated as outstanding the number of shares of common
stock issuable upon conversion of all of that particular holder's
debentures. However, we did not assume the conversion of any other
holder's debentures.
(3) Does not include an aggregate of 2,623 shares of Common stock that are not
being registered for resale hereon.
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<PAGE>
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THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is December 15, 2000.
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