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>
Aeria Lauder Zinterhofer 10,000 ** 89 **
Bankers Trust Company 3,470,000 ** 30,930 **
Trustee for Daimler-
Chrysler Corp. Emp. #1
Pension Plan
British Virgin Islands 15,000 ** 134 **
Social Security Board
CIBC World Markets 1,000,000 ** 8,914 **
Deutsche Bank Securities, 32,800,000 5% 292,368 **
Inc.
First Union International 11,490,000 2% 102,418 **
Capital Markets
Fiduciary Trust Company 250,000 ** 2,228 **
International
Franklin and Marshall 235,000 ** 2,095 **
College
J.P. Morgan Securities, 10,850,000 2% 15,287 **
Inc.
KBC Financial Products 4,000,000 1% 35,655 **
<PAGE>
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)
---- -------------------- ----------- ----------------- ---------------
Lehman Brothers Inc. 3,924,000 1% 34,977 **
Merrill Lynch 250,000 ** 2,228 **
Morgan Stanley & Co. 2,000,000 ** 17,827 **
Morgan Stanley Dean 2,000,000 ** 17,827 **
Witter Convertible
Securities Trust
Palladin Securities LLC 1,400,000 ** 12,479 **
Paloma Securities, L.L.C. 2,500,000 (3) ** 22,284 **
Penn Treaty Network 280,000 ** 2,496 **
America Insurance
Company
PGEP III LLC 600,000 ** 5,348 **
Raytheon-Master Pension 529,000 ** 4,715 **
Trust
SG Cowen Securities Inc. 100,000 ** 891 **
State Street Bank 1,715,000 ** 15,287 **
Custodian for GE Pension
Trust
Any other holder of 17,926,000 2% 159,786 **
debentures or future
transferee, pledgee, donee
or successor or any holder
</TABLE>
------------------------
**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-3under 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 17,200 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.
------------------------------
The date of this Prospectus Supplement is September 27, 2000.
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