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): November 3, 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))
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Item 1.01 Entry into a Material Definitive Agreement.
Vitesse Semiconductor Corporation (the "Company") has entered into the
First Supplemental Indenture, dated as of November 3, 2006 (the "Supplement"),
to the Indenture, dated as of September 22, 2004 (the "Indenture"), between
the Company and U.S. Bank National Association, as Trustee. A copy of the
Supplement is attached to this Form 8-K as Exhibit 4.1 and is incorporated
herein by reference.
In the Supplement, among other things:
1. The definition of "Event of Default" is revised to provide
that a default in the performance of, or the Company"s breach of,
Section 9.6 of the Indenture or Section 314(a) of the Trust Indenture Act
for filings and deliveries required to be made during the period from
June 30, 2006 to May 3, 2008 shall not constitute an "Event of Default"
under the Indenture.
2. The Trustee is instructed that, until May 3, 2008, the
Trustee will forbear from taking any actions to exercise any right or
remedies under the Indenture relating to the notice of acceleration, dated
August 15, 2006, provided by the Trustee to the Company (the "Acceleration
Notice").
3. If all Events of Default and any defaults in the performance
of, or the Company's breach of, Section 9.6 of the Indenture or Section
314(a) of the Trust Indenture Act during the period from June 30, 2006 to
May 3, 2008 are remedied, cured or waived, the Acceleration Notice will be
rescinded and annulled.
4. If a holder of Debentures exercises its Repurchase Right on
October 1, 2009, the Company will pay a purchase price equal to 113.76% of
the principal amount of the Debentures to be purchased, plus accrued and
unpaid interest and Additional Amounts, if any, on such Debentures.
5. The price at which shares of Common Stock will be delivered upon
conversion of Debentures is reduced to $2.546 per share of Common Stock,
subject to adjustment as provided in the Indenture.
6. The Company agrees not to repay the Debentures pursuant to the
Acceleration Notice during the period commencing on November 3, 2007 and
ending on May 3, 2008.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Item No. Description
4.1 First Supplemental Indenture, dated as of
November 3, 2006, to the Indenture, dated as of
September 22, 2004, between Vitesse Semiconductor
Corporation and U.S. Bank National Association,
as Trustee.
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 November 9, 2006.
VITESSE SEMICONDUCTOR CORPORATION
By: /s/ Christopher Gardner
Christopher Gardner
Chief Executive Officer
EXHIBIT INDEX
Item No. Description
4.1 First Supplemental Indenture, dated as of
November 3, 2006, to the Indenture, dated as of
September 22, 2004, between Vitesse Semiconductor
Corporation and U.S. Bank National Association,
as Trustee.