As filed with the Securities and Exchange Commission on November 6, 2001 Registration No. 333-52322 =============================================================================== 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 70,800 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 November 6, 2001. SIGNATURES VITESSE SEMICONDUCTOR CORPORATION By: /s/ Eugene F. Hovanec -------------------------------------- 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. Tamasetta Chief Executive Officer November 6, 2001 V----------------------------- Louis R. Tamasetta /s/ Eugene F. Hovanec Chief Financial Officer November 6, 2001 ----------------------------- Eugene F. Hovanec /s/ James A. Cole Director November 6, 2001 ----------------------------- James A. Cole /s/ Pierre R. Lamond Chairman of The Board November 6, 2001 ----------------------------- Pierre R. Lamond /s/ John C. Lewis Director November 6, 2001 ----------------------------- John C. Lewis /s/ Alex Daly Director November 6, 2001 ----------------------------- Alex Daly /s/ Vincent Chan* Director November 6, 2001 ----------------------------- Vincent Chan *By: /s/ Eugene F. Hovanec ----------------------------- Eugene F. Hovanec Attorney in Fact 2