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): October 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On October 26, 2006, the Board of Directors of Vitesse Semiconductor
Corporation (the "Company") elected Christopher Gardner, the Company's Chief
Executive Officer, as a director of the Company. Mr. Gardner was also appointed
to the Executive Committee of the Board of Directors of the Company.
As previously disclosed, on July 5, 2006, the Company and Christopher
Gardner entered into an Employment Agreement (the "Agreement"). The Agreement is
effective as of June 26, 2006 and provides, among other things, that:
1. Mr. Gardner will serve as the Company's Chief Executive Officer;
2. Mr. Gardner's base salary is $310,000 per year and he will be able
to participate in the employee benefit plans offered by the Company to
senior executives from time to time; and
3. the term of the Agreement is two years and if Mr. Gardner's
employment is terminated other than For Cause (as defined in the
Agreement), death or Disability (as defined in the Agreement) or for Good
Reason (as defined in the Agreement), then Mr. Gardner shall be entitled to
12 months of his base salary as severance, payable in one lump sum on the
date his employment is terminated, and shall be engaged as a consultant to
the Company at $3,000 per month until the earlier of (i) three years after
the termination of his employment or (ii) the date the Company has an
effective registration statement under the Securities Act of 1933 with
respect to the shares to be issued upon exercise of options granted to Mr.
Gardner.
A copy of the Agreement is attached to the Company's Form 8-K dated July 6,
2006 as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On October 26, 2006, the Board of Directors of the Company adopted a
resolution increasing the exact number of directors of the Company from 7 to 8.
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 October 31, 2006.
VITESSE SEMICONDUCTOR CORPORATION
By: /s/ Christopher Gardner
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Christopher Gardner
Chief Executive Officer