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>
Principal amount of
debentures Number of shares
beneficially owned Percentage of of common stock Percentage of
that may be sold debentures that may be sold common stock
Name hereby outstanding hereby(1) outstanding(2)
<S> <C> <C> <C> <C>
Federated Equity Income 57,000,000 8% 508,078 **
Fund, Inc.
Hull Overseas, Ltd. 250,000 ** 2,228 **
Merrill Lynch Pierce, 250,000 ** 2,228 **
Fenner and Smith, Inc.
Morgan Stanley & Co. 300,000 ** 2,674 **
Salomon Smith Barney Inc. 170,000 ** 1,515 **
Fidelity Management Trust 530,000 ** 4,724 **
Company on behalf of
accounts managed by it(3)
------------------------
</TABLE>
2
<PAGE>
**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) Shares indicated as owned by such entity are owned directly by various
private investment accounts, primarily employee benefit plans for which
Fidelity Management Trust Company ("FMTC") serves as trustee or managing
agent. FMTC is a wholly owned subsidiary of FMR and a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934, as amended.
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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 October 24, 2000.
