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 10, 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 10, 2000, the registrant announced its completion of an offering
of an additional $120 million in aggregate principal amount of its 4.00%
Convertible Subordinated Debentures due 2005 in a private placement transaction
pursuant to the exercise by the initial purchasers of their over-allotment
option. The registrant previously announced the completion of the initial
private placement of $600 million of its 4% Convertible Subordinated Debentures
on March 13, 2000. The debentures are convertible into common stock of the
registrant at a price of $112.1875 per share. The net proceeds from the
offering, after payment of selling commissions and discounts, and other
expenses of the offering, are expected to be used for general corporate
purposes, such as product development, sales and marketing, capital
expenditures, and potential future acquisitions.
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 10, 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 21, 2000
/s/ Eugene Hovanec
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Name: Eugene Hovanec
Title: Chief Financial Officer
2
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release Dated April 10, 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 Completes Additional
$120 Million Private Placement of Convertible Debt
CAMARILLO, Calif.--(BUSINESS WIRE)--April 10, 2000--Vitesse Semiconductor
Corporation (NASDAQ: VTSS - news; "Vitesse" or the "Company") announced today
that on March 31, 2000 it completed an offering of an additional $120 million
in aggregate principal amount of its 4.00% Convertible Subordinated Debentures
due 2005 in a private placement transaction pursuant to the exercise by the
initial purchasers of their over-allotment option.
Vitesse previously announced the completion of the initial private placement of
$600 million of its 4% Convertible Subordinated Debentures on March 13, 2000.
The debentures are convertible into Vitesse common stock at a price of
$112.1875 per share.
The net proceeds from the offering, after payment of selling commissions and
discounts, and other expenses of the offering, are expected to be used for
general corporate purposes, such as product development, sales and marketing,
capital expenditures, and potential future acquisitions.
The offering and sale of the convertible subordinated debentures was not
registered under the Securities Act of 1933 and the convertible subordinated
debentures may not be offered or sold in the United States absent such
registration or an applicable exemption from such registration requirements.
This news release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the convertible debentures in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under applicable securities laws, or
absent the availability of an exemption from such registration or qualification
requirements.
