As filed with the Securities and Exchange Commission on July 5, 2000
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VITESSE SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 77-0138960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
741 Calle Plano
Camarillo, California 93012
(Address of Principal Executive Offices) (Zip code)
Orologic, Inc. 1997 Stock Plan
SiTera Incorporated 1996 Amended & Restated Equity Incentive Plan
KSA Holdings Trust Stock Option Plan
Vitesse Semiconductor Corporation Option Agreements with Certain Employees
1991 Directors Stock Option Plan
(Full title of the plan)
---------------------------
Eugene F. Hovanec
Chief Financial Officer
Vitesse Semiconductor Corporation
741 Calle Plano
Camarillo, California 93012
(Name and address of agent for service)
(805) 388-3700
(Telephone number, including area code, of agent for service)
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Copy to:
Francis S. Currie, Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, California 94025
(650) 752-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered (1) per share offering price fee
---------------- -------------- ---------------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Orologic, Inc. 1997 Stock Plan, Common Stock,
$.01 par value..................................... 543,817 shares $ 0.72 (2) $ 391,548.24 $ 105
SiTera Incorporated 1996 Amended & Restated Equity
Incentive Plan, Common Stock, $.01 par value....... 1,146,584 shares $ 0.33 (2) $ 378,372.72 $ 100
KSA Holdings Trust Stock Option Plan, Common
Stock, $.01 par value.............................. 147,500 shares $ 32.10 (2) $ 4,734,750.00 $ 1,250
Vitesse Semiconductor Corporation Option Agreements
with Certain Employees, Common Stock, $.01 par
value.............................................. 85,458 shares $ 1.00 (2) $ 85,458.00 $ 25
1991 Directors Stock Option Plan, Common Stock,
$.01 par value..................................... 250,000 shares $77.813 (3) $ 19,453,250.00 $ 5,140
----------------- ------- --------------- -------
Totals............................................. 2,173,359 shares N/A $ 25,043,378.96 $ 6,620
</TABLE>
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(1) All options outstanding under the Orologic, Inc. 1997 Stock Plan, the
SiTera Incorporated 1996 Amended and Restated Equity Incentive Plan and
the KSA Holdings Trust Stock Option Plan were assumed by the Registrant in
connection with acquisitions, and such options are now exercisable for the
Registrant's Common Stock.
(2) Represents weighted average exercise price per share of the Registrant's
common stock underlying outstanding options, pursuant to Rule 457(h) under
the Securities Act of 1933 ("Rule 457(h)").
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the total registration fee. Computed based on the closing
price for the Registrant's Common Stock on June 29, 2000.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
This Registration Statement incorporates herein by reference the following
documents which have been filed with the Commission by the Registrant:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1999, filed pursuant to Section 13 of the
Securities and Exchange Act of 1934 (the "Exchange Act").
2. The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1999 and March 31, 2000, filed pursuant
to Section 13 of the Exchange Act.
3. The Registrant's Current Reports on Form 8-K, dated March 6, 2000,
March 13, 2000, March 27, 2000, March 31, 2000 (as amended on May
25, 2000 and June 7, 2000), April 10, 2000, April 19, 2000 and May
31, 2000, filed pursuant to Section 13 of the Exchange Act.
4. The description of the Registrant's Common Stock, par value $.01 per
share, contained in its registration statement on Form 8-A filed
with the Securities and Exchange Commission on November 8, 1991,
including any amendment or report filed for the purpose of updating
such description.
All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents
(such documents, and the documents enumerated above, being hereinafter referred
to collectively as the "Incorporated Documents").
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant has adopted provisions in its Amended and Restated
Certificate of Incorporation which (i) eliminate the personal liability of its
directors to the Registrant and its shareholders for monetary damages arising
from a breach of their fiduciary duties in certain circumstances, and (ii)
authorize the Registrant to indemnify its directors and officers to the fullest
extent permitted by law. The limitation of liability does not affect the
availability of equitable remedies, such as injunctive relief or rescission. In
addition, the Registrant's bylaws provide that the Registrant shall indemnify
its directors and officers to the fullest extent permitted by applicable law.
The Registrant has entered into separate indemnification agreements
with each of its officers and directors that contain provisions which are in
some respects broader than the specific indemnification provisions contained in
the Delaware General Corporation Law. The indemnification agreements may require
the Registrant, among other things, to indemnify such officers and directors
against certain liabilities that may arise by reason of their status or service
as directors or officers (other than liabilities arising from willful misconduct
of a culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
director's and officer's insurance, if available on reasonable terms.
Item 7. Exemption for Registration Claimed.
Not applicable.
Item 8. Exhibits.
2
<PAGE>
The following are filed as part of this Registration Statement:
Exhibit
No. Description
------- ------------
4.1 Orologic, Inc. 1997 Stock Plan (filed herewith)
4.2 SiTera Incorporated 1996 Amended and Restated Equity Incentive Plan
(filed herewith)
4.3 KSA Holding Trust Stock Option Plan (filed herewith)
4.4 Form of Vitesse Semiconductor Corporation Option Agreement (filed
herewith)
4.5 1991 Directors Stock Option Plan (incorporated herein by reference to
the Company's Registration Statement on Form S-1 (File No. 33-43548),
effective December 10, 1991)
5.1 Opinion of Davis Polk & Wardwell (Counsel to the Registrant) as to the
legality of securities being registered (filed herewith)
23.1 Consent of KPMG LLP (filed herewith)
23.2 Consent of Ernst & Young LLP (filed herewith)
23.3 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
24 Power of Attorney (Included on signature pages of this Registration
Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report, pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Camarillo, State of California, on the__ day of July
2000.
VITESSE SEMICONDUCTOR CORPORATION
By: /s/ Eugene F. Hovanec
------------------------------------
Eugene F. Hovanec
Vice President, Finance and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Louis R. Tomasetta and Eugene F. Hovanec, jointly
and severally, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Louis R. Tomasetta President, Chief Executive Officer and Director June 30, 2000
------------------------ (Principal Executive Officer)
Louis R. Tomasetta
/s/ Eugene F. Hovanec Vice President of Finance and Chief Financial June 30, 2000
------------------------ Officer (Principal Financial and Accounting
Eugene F. Hovanec Officer)
/s/ James A. Cole Director June 30, 2000
------------------------
James A. Cole
/s/ Pierre R. Lamond Chairman of the Board of Directors June 30, 2000
------------------------
Pierre R. Lamond
/s/ John C. Lewis Director June 30, 2000
------------------------
John C. Lewis
/s/ Alex Daly Director June 30, 2000
------------------------
Alex Daly
/s/ Vincent Chan Director June 30, 2000
------------------------
Vincent Chan
</TABLE>
S-1
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
------- ------------
4.1 Orologic, Inc. 1997 Stock Plan (filed herewith)
4.2 SiTera Incorporated 1996 Amended and Restated Equity Incentive Plan
(filed herewith)
4.3 KSA Holding Trust Stock Option Plan (filed herewith)
4.4 Form of Vitesse Semiconductor Corporation Option Agreement (filed
herewith)
4.5 1991 Directors Stock Option Plan (incorporated herein by reference to
the Company's Registration Statement on Form S-1 (File No. 33-43548),
effective December 10, 1991)
5.1 Opinion of Davis Polk & Wardwell (Counsel to the Registrant) as to the
legality of securities being registered (filed herewith)
23.1 Consent of KPMG LLP (filed herewith)
23.2 Consent of Ernst & Young LLP (filed herewith)
23.3 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
24 Power of Attorney (Included on signature pages of this Registration
Statement)
