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): May 1, 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 1.01. Entry into a Material Definitive Agreement
As of April 27, 2006, Vitesse Semiconductor Corporation (the "Company")
entered into an arrangement with Alvarez & Marsal, LLC ("A&M"), a professional
services firm, to provide staff resources for the Company's need to employ a
chief financial officer. Pursuant to the arrangement with A&M, Shawn Hassel, a
Managing Director of A&M, will serve as the Company's Acting Chief Financial
Officer commencing April 27, 2006.
The arrangement may be terminated by either party without cause upon
thirty days' notice. During the term of the arrangement, the Company will pay to
A&M $90,000 per month for the services provided to the Company by Mr. Hassel. In
the event that any additional resources of A&M are requested by the Company
under the arrangement, A&M will provide such resources at the applicable hourly
rate. In addition, the Company will reimburse A&M for all of its related
out-of-pocket expenses.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On April 26, 2006, Vitesse Semiconductor Corporation (the "Company")
appointed Shawn Hassel, who is 34 years old, as its Acting Chief Financial
Officer, effective as of April 27, 2006. Mr. Hassel is appointed to serve as
Acting Chief Financial Officer until the arrangement with A&M described above
under Item 1.01 is terminated by either party upon thirty days' notice.
Since July of 2001, Mr. Hassel has been a Managing Director with A&M,
specializing in developing operational and financial solutions to
underperforming or overleveraged companies in an effort to maximize value for
their stakeholders. Prior to joining A&M, Mr. Hassel spent seven years in
Phoenix, Arizona at Arthur Andersen's corporate finance and turnaround division
where he served as a Director. Mr. Hassel earned his B.S. degree in Finance and
Accounting from the University of Arizona. He is a licensed Certified Public
Accountant.
The material terms of the arrangement between the Company and A&M are
described in Item 1.01 hereof and are hereby incorporated in this Item 5.02 by
reference.
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 May 1, 2006.
VITESSE SEMICONDUCTOR CORPORATION
By: /s/ Christopher Gardner
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Christopher Gardner
Acting President and Chief Executive Officer