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) March 27, 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.
The registrant announced that today it has agreed to acquire all of
the equity interests of Orologic, Inc. for $450 million in common stock. The
transaction is expected to be completed before the end of April and will be
accounted for as a purchase. Excluding the effects of the acquisition related
write-offs and amortization of goodwill and other intangibles, the registrant
expects the acquisition to be slightly dilutive to earnings.
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 March 27, 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: March 30, 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 March 27, 2000
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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 Orologic, Inc.
Acquisition accelerates Vitesse's reach into multi
service switches and routers for IP/ATM OC048
and OC-192 applications
Camarillo, CA - (March 27, 2000) - Vitesse Semiconductor Corporation
(NASDAQ:VTSS) announced today that it has agreed to acquire all of the equity
interests of Orologic, Inc. ("Orologic") for $450 million in common stock. The
transaction is expected to be completed before the end of April and will be
accounted for as a purchase. Excluding the effects of the acquisition related
write-offs and amortization of goodwill and other intangibles, Vitesse expects
the acquisition to be slightly dilutive to earnings.
Orologic, founded in October 1997, is a fabless semiconductor company that
develops high performance system on a chip solutions that enable data packet
processing at OC-48 and OC-192 rates. Orologic solutions provide the industry's
most comprehensive, highly integrated traffic and congestion management
functions for ATM and IP traffic. This acquisition coincides with Orologic's
announcement of the release of its first product, PaceMaker 2.4, which
integrates policing, cell/packet interworking, traffic management and a built
in wire speed AAL-5 SAR function supporting OC-48 data rates. Orologic product
information can be found on the Web at www.oro-logic.com.
"The Vitesse-Orologic combination extends our OC-48 product portfolio adding
extensive Traffic Management features for Layer 2 through 7 processing of
multi- service ATM and IP switches," said Lou Tomasetta, President and CEO of
Vitesse. "The addition of Orologic will accelerate the introduction of our
OC-192 solution which includes our TeraStream switch fabric, TeraPOWER network
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processor, Orologic's Traffic Management processor together with out 10G Serdes
and framers leading to Vitesse's Network-on-a-CHIP(TM) solution. This will
enable us to offer the most complete and comprehensive chip sets for driving
the next generation Internet," added Tomasetta.
"We are very excited about joining the world-class Vitesse team," said Dr. Raif
O. Onvural, President and CEO of Orologic. "The merged companies will bring
together one of the most compelling end-to-end merchant solutions for ATM and
IP applications at OC-48 and OC-192 speeds. Our technology for managing high
performance ATM cell and IP packet traffic is very complementary to Vitesse's
strategic product roadmap," continued Dr. Onvural.
Vitesse Semiconductor Corporation is a world leader in the design, development,
manufacturing and marketing of high bandwidth communications ICs for next
generation DWDM and optical networking. The company's products address the
product needs of Core, Access and Enterprise network equipment manufacturers
who demand a combination of high speed, high complexity and low power
dissipation. As a co-founder of the CSIX (Common Switch Interface) forum,
Vitesse is cooperating with 30 other member companies to define and develop
open architecture and interoperable standard components for high speed
networking. Vitesse is headquartered in Camarillo, California, and manufactures
volume ICs at its two fabrication facilities in Camarillo and Colorado Springs.
Company/product information can be found on the Web at www.vitesse.com.
The information in this press release contains forward-looking statements,
including statements with respect to the anticipated timing of the acquisition
of Orologic and statements related to the potential advantages of the
transaction to Vitesse and Orologic, 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 Orologic'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.
<TABLE>
The Vitesse OC-48/OC-192 Solutions
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making connections
<S> <C> <C>
Physical Layer Network Processing Switch Fabric
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O/E SerDes Framer/ IP ATM Giga Stream
Mapper Traffic Policing Bar Traffic SerDes Tera Stream
Classification Internet- Mgmt
Working
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Vitessee Vitessee OroLogic Vitesse
VITESSE LOGO
</TABLE>
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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.
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