As filed with the Securities and Exchange Commission on June 20, 2001
Registration No. 333-38782
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
VITESSE SEMICONDUCTOR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 77-0138960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
741 Calle Plano
Camarillo, CA 93012
(805) 388-3700
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
-------------------------
Eugene F. Hovanec
Chief Financial Officer
Vitesse Semiconductor Corporation
741 Calle Plano
Camarillo, CA 93012
(805) 388-3700
-------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------
Copies to:
Francis S. Currie
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, CA 94025
(650) 752-2000
Approximate date of commencement of proposed sale to the public: From time
to time after the original effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or reinvestment plans, check the following box. [ ]
If the only securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Vitesse Semiconductor Corporation hereby withdraws from registration
3,245,410 shares of our common stock registered for resale hereon which have
not been sold during the time we have agreed to keep this Registration
Statement Effective.
-------------------------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the city of Camarillo, State of California on June 19, 2001.
SIGNATURES
VITESSE SEMICONDUCTOR CORPORATION
By: /s/ Eugene F. Hovenec
---------------------------------
Name: Eugene F. Hovanec
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ Louis R. Tomasetta*
- ----------------------------- Chief Executive Officer June 19, 2001
Louis R. Tamasetta
/s/ Eugene F. Hovanec
- ----------------------------- Chief Financial Officer June 19, 2001
Eugene F. Hovanec
/s/ James A. Cole*
- ----------------------------- Director June 19, 2001
James A. Cole
/s/ Pierre R. Lamond*
- ----------------------------- Chairman of The Board June 19, 2001
Pierre R. Lamond
/s/ John C. Lewis*
- ----------------------------- Director June 19, 2001
John C. Lewis
/s/ Alex Daly*
- ----------------------------- Director June 19, 2001
Alex Daly
/s/ Vincent Chan*
- ----------------------------- Director June 19, 2001
Vincent Chan
*By: /s/ Eugene F. Hovanec
- -----------------------------
Eugene F. Hovanec
Attorney in Fact
2