UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): June 21, 2013
VITESSE SEMICONDUCTOR CORPORATION
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-31614 | | 77-0138960 |
(Commission File Number) | | (IRS Employer Identification No.) |
741 Calle Plano
Camarillo, California 93012
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code (805) 388-3700
N/A
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 8.01. Other Events.
On June 19, 2013, we entered into an underwriting agreement (the “Underwriting Agreement”) with the several Underwriters named in the Underwriting Agreement (the “Underwriters”) for which Needham & Company, LLC is acting as representative, relating to an underwritten public offering of 16,300,000 shares of our common stock, $0.01 par value, at a per share price to the public of $2.15.
Pursuant to the Underwriting Agreement, we granted the Underwriters a 30-day option to purchase up to an additional 2,420,000 shares of common stock. The underwriters exercised their option with respect to all 2,420,000 additional shares on June 21, 2013.
The public offering closed on June 25, 2013, and we sold to the Underwriters an aggregate of 18,720,000 shares for gross proceeds of approximately $40.2 million, $37.5 million after deducting the underwriting discount and estimated offering expenses payable by us of approximately $230,000.
The Company issued a press release on June 25, 2013 announcing the closing of the public offering. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated June 25, 2013.
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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 hereunto duly authorized.
| | VITESSE SEMICONDUCTOR CORPORATION |
| | | |
| | | |
Date: June 25, 2013 | | By: | /s/ Martin S. McDermut |
| | | Martin S. McDermut |
| | | Chief Financial Officer |
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EXHIBIT INDEX
Exhibit
No. | | Exhibit Description |
99.1 | | Press Release dated June 25, 2013. |
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