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): April 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 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
The Board of Directors (the "Board") of Vitesse Semiconductor
Corporation (the "Company") determined on April 26, 2006 that the Company's
previously reported financial statements for the three months ended December 31,
2005 and the three years ended September 30, 2005 and possibly earlier periods
should not be relied upon. The Board of Directors also determined that the
Management Report on Internal Control over Financial Reporting as of September
30, 2005 and the Report of KPMG, LLP, the Company's independent registered
public accounting firm, relating to the effectiveness of the Company's internal
controls over financial reporting and management's assessment thereof as of
September 30, 2005, both of which reports are included in the Company's Annual
Report on Form 10-K for the year ended September 30, 2005, should not be relied
upon.
The Board has appointed a Special Committee of independent
directors to conduct an internal investigation relating to past stock option
grants, the timing of such grants and other related accounting and documentation
issues. In the course of its investigation, issues have arisen relating to the
integrity of documents concerning the Company's stock option grants. Also during
the internal investigation, issues have arisen concerning the Company's
practices in connection with credits issued to or requested by customers (for
returned products or otherwise) and the related accounting treatment, as well as
the application of payments received to the proper accounts receivable. The
Special Committee is reviewing these issues and, pending further investigation,
believes that the Company's accounts receivable and revenues may have been
misstated during certain periods. Whether the Company's accounts receivable and
revenues were misstated and, if so, the extent of such misstatements are still
under investigation.
The Company's Audit Committee has discussed the matters disclosed
in this filing with the Company's independent registered public accounting firm.
Item 9.01 Financial Statements and Exhibits
The following exhibit is furnished herewith:
99.1 Press Release of Vitesse Semiconductor Corporation dated April 26, 2006
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 April 26, 2006.
VITESSE SEMICONDUCTOR CORPORATION
By: /s/ Christopher Gardner
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Christopher Gardner
Acting President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Vitesse Semiconductor Corporation dated
April 26, 2006