SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 31, 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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Upon completion of its acquisition of SiTera Incorporated the registrant
has determined that the acquisition did not involve a significant amount of
assets within the meaning of Instruction 4 of Item 2 of Form 8-K. As such, the
registrant is filing this amendment for the purpose of reporting the
acquisition under Item 5 of Form 8-K, and will not be filing the financial
information required under Item 7 of Form 8-K for Item 2 acquisitions.
Item 5. Acquisition or Disposition of Assets.
On May 31, 2000, the registrant completed the acquisition of all of the
equity interests of SiTera Incorporated for $750 million in common stock.
SiTera Incorporated is a fabless semiconductor design company, and the purchase
included all assets, property, plant and equipment used in the business.
Vitesse intends to continue to use the assets of SiTera in its semiconductor
business. The transaction will be accounted for as a pooling of interests.
A copy of the press release relating to the foregoing information is
attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits
2.1 Agreement and Plan of Reorganization among Vitesse Semiconductor
Corporation, Southpaw Acquisition Corp. and SiTera Incorporated and,
with respect to Article 8 only, Steven P. Flannery as Stockholder
Representative and U.S. Bank Trust National Association as Escrow
Agent dated April 19, 2000 (previously filed).
99.1 Press Release dated June 2, 2000 (previously filed).
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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: August 8, 2000
/s/ Eugene F. Hovanec
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Name: Eugene F. Hovanec
Title: Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Reorganization among Vitesse Semiconductor
Corporation, Southpaw Acquisition Corp. and SiTera Incorporated and,
with respect to Article 8 only, Steven P. Flannery as Stockholder
Representative and U.S. Bank Trust National Association as Escrow
Agent dated April 19, 2000 (previously filed).
99.1 Press Release Dated June 2, 2000 (previously filed).
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