UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 26, 2006
VITESSE SEMICONDUCTOR CORPORATION
(Exact name of registrant 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) (Zip Code)
Registrant's telephone number, including area code: (805) 388-3700
Not applicable
(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):
/__/ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/__/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
/__/ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/__/ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As previously reported, Vitesse Semiconductor Corporation (the "Company")
was unable to file its Quarterly Report on Form 10-Q for the quarter ended March
31, 2006 by the required filing date. As a result, the Company received a Nasdaq
Staff Determination on May 16, 2006 indicating that the Company failed to comply
with the filing requirements for continued listing set forth in Marketplace Rule
4310(c)(14) and that the Company's securities are therefore subject to delisting
from the Nasdaq National Market. The Company requested and participated in a
hearing before a Nasdaq Listing Qualification Panel to review the Staff
Determination.
On June 26, 2006, the Company received a letter from Nasdaq informing the
Company that the Nasdaq Listing Qualification Panel had determined that the
Panel cannot continue the Company's listing and, accordingly, the Panel
determined to delist the Company's securities from the Nasdaq National Market
effective with the open of business on Wednesday, June 28, 2006.
The Company believes that its common stock will trade in the "Pink Sheets"
on and after June 28, 2006. The Company has been informed that certain market
makers will continue to make a market in the Company's stock. No assurance
can be given that the market makers will continue to make a market in the
Company's stock or that the Company's stock will trade in the "Pink Sheets."
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, in the City of Camarillo, State of
California, on June 29, 2006.
VITESSE SEMICONDUCTOR CORPORATION
By: /s/ Christopher Gardner
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Christopher Gardne
Chief Executive Officer