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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 13, 2000
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Vitesse Semiconductor Corporation
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(Exact name of Registrant as Specified in Charter)
Delaware 0-19654 77-0138960
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
741 CALLE PLANO, CAMARILLO, CALIFORNIA 93012
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (805) 388-3700
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ITEM 5. OTHER EVENTS.
The registrant announced that today it completed an offering of
$600,000,000 in aggregate principal amount of its 4.00% Convertible Subordinated
Debentures due 2005 in a private placement transaction. The debentures are
convertible into the registrant's common stock at a price of $112.1875 per
share. The net proceeds from the offering, after payment of selling commissions
and discounts, and other expenses of the offering, are expected to be used for
general corporate purposes, such as product development, sales and marketing,
capital expenditures, and potential future acquisitions.
A copy of the press release containing the foregoing announcement is
attached hereto as Exhibit 99.1, and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release Dated March 13, 2000
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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 thereunto duly authorized.
Date: March 13, 2000
/s/ Eugene Hovanec
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Name: Eugene Hovanec
Title: Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release Dated March 13, 2000
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Exhibit 99.1
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FOR FURTHER INFORMATION CONTACT:
Eugene F. Hovanec
Vice President, Finance &
Chief Financial Officer
(805) 388-3700
FOR IMMEDIATE RELEASE
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Vitesse Semiconductor Corp.
Completes $600 Million Private Placement of Convertible Debt
Camarillo, CA, March 6, 2000 - Vitesse Semiconductor Corp. ("Vitesse" or
the "Company") announced that today it completed an offering of $600,000,000 in
aggregate principal amount of its 4.00% Convertible Subordinated Debentures due
2005 in a private placement transaction. The debentures are convertible into
Vitesse common stock at a price of $112.1875 per share. The net proceeds from
the offering, after payment of selling commissions and discounts, and other
expenses of the offering, are expected to be used for general corporate
purposes, such as product development, sales and marketing, capital
expenditures, and potential future acquisitions.
The offering and sale of the convertible subordinated debentures was not
registered under the Securities Act of 1933 and the convertible subordinated
debentures may not be offered or sold in the United States absent such
registration or an applicable exemption from such registration requirements.
This news release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of the convertible debentures in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under applicable securities laws, or
absent the availability of an exemption from such registration or qualification
requirements.
