SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) April 19, 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.
On April 19, 2000, the registrant announced that it agreed to acquire all
of the equity interests of SiTera Incorporated for $750 million in common
stock. The transaction is expected to be completed in the quarter ending June
30, 2000. The Company expects the transaction to be accounted for as a pooling;
however, pooling is not a condition to closing.
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 April 19, 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: April 24, 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 April 19, 2000
EXHIBIT 99.1
FOR FURTHER INFORMATION CONTACT:
Eugene F. Hovanec
Vice President, Finance &
Chief Financial Officer
(805) 388-3700
FOR IMMEDIATE RELEASE
Vitesse Semiconductor Corporation Announces Acquisition of Sitera, Inc.
Acquisition broadens Vitesse's Network Processor capabilities
for next generation multi service switches and routers
Camarillo, CA - (April 19, 2000) - Vitesse Semiconductor Corporation
(NASDAQ:VTSS) announced today that it has agreed to acquireof the equity
interests of Sitera, Inc. ("Sitera") for $750 million in common stock. The
transaction is expected to be completed in the quarter ending June 30, 2000.
The Company expects the transaction to be accounted for as a pooling; however,
pooling is not a condition to closing.
Sitera was founded in November 1996 and is a pioneer in Intelligent
Network Processing for service provider, carrier edge, and large enterprise
markets. The Sitera Network Acceleration Platform is among the most
comprehensive hardware/software solutions for network processing, including the
network processor, an extensive library of networking software and an
integrated development suite supporting DS3 through OC-48 data rates and
Gigabit Ethernet. The Sitera solution provides for the ever increasing
performance and rapidly changing services required by Internet switch/routers
for traffic management, traffic classification, policy enforcement and
guaranteed delivery. The Sitera Network Acceleration Platform allows network
equipment manufacturers to rapidly introduce high performance systems with
significant flexibility for implementing new services while decreasing the cost
and development time compared to the traditional ASIC based approaches. The
market for Network Processors is expected to be $2.9 billion by 2004, growing
from $128 million in 1999, according to Cahners In-Stat Group of Scottsdale,
Arizona.
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"The powerful capabilities of Sitera's Network Processors extend Vitesse's
capabilities from OC-192 down to OC-3 and DS3 and provides significant
flexibility to implement emerging services for Intelligent Edge Switches and
Routers, ISP/ASP Service platforms and Core Optical Routers," said Lou
Tomasetta, President and CEO of Vitesse. Sitera has assembled a very talented
team, bringing additional networking and development expertise with innovative
products to Vitesse, insuring our dominance in the emerging Network Processor
markets," added Tomasetta.
"We are pleased to be joining the world-class Vitesse team," said Steve
Flannery, President and CEO of Sitera. "Together, we will provide the broadest
Network Processor portfolio available, offering leading edge performance with
extensive programmable services. Combining the PRISM network processor with the
Vitesse switch fabric and physical layer components, positions Vitesse as the
premier network solution provider."
The information in this press release contains forward-looking statements,
including statements with respect to the anticipated timing of the acquisition
of Sitera and statements related to the market size and the potential
advantages of the transaction to Vitesse and Sitera that are within the meaning
of Section 21E of the Securities and Exchange Act of 1934 and Section 27A of
the Securities Act of 1933, which are subject to the "safe harbor" created by
those sections. Investors are cautioned that such statements are only
predictions and speak only as of the date of this release. Actual results may
differ materially due to risks and uncertainties including, but not limited to,
the ability of the Company to conclude the acquisition as anticipated, the
Company's ability to successfully integrate the acquisition and the successful
development and market acceptance of Sitera products and the size of the market
addressed by Sitera's products. For a more complete discussion of certain
factors that could cause actual results to differ materially, please refer to
the reports the Company files with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999 and Quarterly Report on Form 10-Q for the three months ended
December 31, 1999.
Vitesse Semiconductor is a world leader in the design, development,
manufacturing and marketing of high bandwidth communications and Automatic Test
Equipment (ATE) integrated circuits (ICS). The company's products address the
needs of telecommunications, datacommunications and ATE equipment manufacturers
who demand a combination of high speed, high complexity and lower power
dissipation. Vitesse has headquarters in Camarillo, California, and
manufactures volume ICs at its two fabrication facilities in Camarillo and
Colorado Springs.
