UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)
Vitesse Semiconductor Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
928497304
(CUSIP Number)
Alexander B. Washburn
c/o Columbia Pacific Advisors, LLC
1910 Fairview Avenue East, Suite 200
Seattle, Washington 98102
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 12, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Cusip No. 928497304 Schedule 13-D Page 2 of 12
1. Names of Reporting Persons
Columbia Pacific Opportunity Fund, L.P. (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
3,698,214 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 3,698,214 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,698,214 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
9.82% (3)
14. Type of Reporting Person
PN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 3,698,214 Common Stock
shares to which this Schedule 13D relates.
(3) Based on 37,658,091 shares of Common Stock outstanding as of May 2,
2013, as reported on the Company's Form 10-Q filed on May 7, 2013.
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Cusip No. 928497304 Schedule 13-D Page 3 of 12
1. Names of Reporting Persons
Columbia Pacific Advisors, LLC (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
3,698,214 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 3,698,214 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,698,214 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
9.82% (3)
14. Type of Reporting Person
IA
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 3,698,214 Common Stock
shares to which this Schedule 13D relates.
(3) Based on 37,658,091 shares of Common Stock outstanding as of May 2,
2013, as reported on the Company's Form 10-Q filed on May 7, 2013.
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Cusip No. 928497304 Schedule 13-D Page 4 of 12
1. Names of Reporting Persons
Alexander B. Washburn (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
3,698,214 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 3,698,214 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,698,214 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
9.82% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 3,698,214 Common Stock
shares to which this Schedule 13D relates.
(3) Based on 37,658,091 shares of Common Stock outstanding as of May 2,
2013, as reported on the Company's Form 10-Q filed on May 7, 2013.
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Cusip No. 928497304 Schedule 13-D Page 5 of 12
1. Names of Reporting Persons
Daniel R. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
3,698,214 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 3,698,214 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,698,214 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
9.82% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 3,698,214 Common Stock
shares to which this Schedule 13D relates.
(3) Based on 37,658,091 shares of Common Stock outstanding as of May 2,
2013, as reported on the Company's Form 10-Q filed on May 7, 2013.
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Cusip No. 928497304 Schedule 13-D Page 6 of 12
1. Names of Reporting Persons
Stanley L. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
3,698,214 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 3,698,214 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,698,214 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
9.82% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 3,698,214 Common Stock
shares to which this Schedule 13D relates.
(3) Based on 37,658,091 shares of Common Stock outstanding as of May 2,
2013, as reported on the Company's Form 10-Q filed on May 7, 2013.
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Cusip No. 928497304 Schedule 13-D Page 7 of 12
1. Names of Reporting Persons
Brandon D. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
3,698,214 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 3,698,214 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,698,214 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
9.82% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 3,698,214 Common Stock
shares to which this Schedule 13D relates.
(3) Based on 37,658,091 shares of Common Stock outstanding as of May 2,
2013, as reported on the Company's Form 10-Q filed on May 7, 2013.
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Cusip No. 928497304 Schedule 13-D Page 8 of 12
EXPLANATORY NOTE
This Schedule 13D relates to the Schedule 13G filed by the Reporting
Persons (as defined in Item 2 below) on November 8, 2010, as amended on January
6, 2011, June 13, 2011, February 15, 2012 and January 22, 2013, with respect to
the shares of Common Stock (as defined in Item 1 below) of Vitesse Semiconductor
Corporation (the "Company"). The Reporting Persons are filing this Schedule 13D
pursuant to Rule 13d-1(e) of the Securities Exchange Act of 1934, as amended,
which requires persons previously reporting on Schedule 13G to file a Schedule
13D when such persons' hold the securities with a purpose or effect of changing
or influencing control of the issuer.
Neither the present filing nor anything contained herein shall be
construed as an admission that the Reporting Persons constitute a "group" for
any purpose and the Reporting Persons expressly disclaim membership in a group.
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is the
Common Stock, par value $0.01 per share (the "Common Shares") of the Company.
The principal executive offices of the Company are located at 741 Calle Plano
Drive, Camarillo, CA 93012.
Item 2. Identity and Background
(a) - (c) and (f):
This Schedule 13D is being filed by Columbia Pacific Opportunity Fund, L.P., a
Washington limited partnership (the "Fund"); Columbia Pacific Advisors LLC, a
Washington limited liability company (the "Adviser"); Alexander B. Washburn, a
U.S. citizen; Daniel R. Baty, a U.S. citizen; Stanley L. Baty, a U.S. citizen;
and Brandon D. Baty, a U.S. citizen; (each a "Reporting Person" and collectively
the "Reporting Persons"). The business address of the Reporting Persons is
1910 Fairview Avenue East, Suite 200, Seattle, WA. Mr. Washburn, Mr. D. Baty
and Mr. S. Baty serve as the managing members of the Adviser, which is primarily
responsible for all investment decisions regarding the Fund's investment
portfolio. Mr. B. Baty is a member of the Adviser. The Common Shares reported
herein are held in the portfolio of the Fund.
(d) and (e):
None of the Reporting Persons have (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Common Shares reported herein were purchased by the Fund using its working
capital. No borrowed funds were used to purchase the Common Shares.
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Cusip No. 928497304 Schedule 13-D Page 9 of 12
Item 4. Purpose of Transaction
The Reporting Persons last purchased Common Shares on March 6, 2013. The
purchases were made for investment purposes in the ordinary course of the
Reporting Persons' business and were not made for purposes of acquiring control
of the Issuer.
The Reporting Persons believe the Common Shares are undervalued and do
not adequately reflect the value of the Issuer's business. The Reporting Persons
believe one factor that may be depressing the price of Common Shares is investor
concern about significant debt maturities beginning in February 2014 and actions
the Issuer may take in order to satisfy these obligations. To this end, the
Reporting Persons intend to engage with the Issuer's board of directors (the
"Board") to discuss the Issuer's capital structure and may propose refinancing
alternatives to the Issuer.
In addition, the Reporting Persons believe the Issuer's intellectual
property and rapidly growing new products may be more valuable to a strategic
buyer than to the public market, even if the refinancing risk is addressed.
Therefore, the Reporting Persons also will request that the Board form a special
committee, comprised of non-executive directors, to explore a potential sale of
the issuer. The Reporting Persons may communicate directly with the Board, this
committee, if formed, other shareholders, debt holders, and potential acquirers
in connection with the foregoing matters.
The Reporting Persons may in the future acquire additional securities of
the Company or dispose of some or all of the securities of the Company
beneficially owned by them. Except as set forth in this Item 4, the Reporting
Persons do not have any present plans or proposals which relate to or would
result in any of the matters set forth in paragraphs (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the Reporting Persons may be deemed to
beneficially own an aggregate of 3,698,214 Common Shares, which constitutes
9.82% of the total number of Common Shares outstanding as of May 2, 2013, as
reported on the Company's Form 10-Q filed on May 7, 2013.
(b) The Adviser has the sole power to vote or direct the vote of, and
to dispose or direct the disposition of the 3,698,214 Common Shares to which
this filing relates. See also Items 7 through 10 of the cover pages to this
Schedule 13D with respect to this Item 5. Mr. Washburn, Mr. D. Baty and Mr. S.
Baty serve as the managing members of the Adviser, which is primarily
responsible for all investment decisions regarding the Fund's investment
portfolio. Mr. B. Baty is a member of the Adviser. The Common Shares reported
herein are held in the portfolio of the Fund. Each of the Reporting Persons
disclaims beneficial ownership over the securities reported herein except to the
extent of such Reporting Persons' pecuniary interest therein.
(c) The Reporting Persons have made no transactions on behalf of the
Fund during the past 60 days.
(d) Each person for whom the Adviser acts as investment adviser has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the Common Shares purchased or held pursuant to such
arrangements.
(e) Not applicable.
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Cusip No. 928497304 Schedule 13-D Page 10 of 12
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Other than as set forth in Item 4 above, the Reporting Persons do not
have any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to Be Filed as Exhibits
Not applicable
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Cusip No. 928497304 Schedule 13-D Page 11 of 12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 12, 2013 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
By: Columbia Pacific Advisors, LLC
General Partner
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member of
COLUMBIA PACIFIC ADVISORS, LLC
By: /s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
/s/ Alexander B. Washburn
Alexander B. Washburn
/s/ Daniel R. Baty
Daniel R. Baty
/s/ Stanley L. Baty
Stanley L. Baty
/s/ Brandon D. Baty
Brandon D. Baty
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Cusip No. 928497304 Schedule 13-D Page 12 of 12
JOINT FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing
Agreement is attached, hereby agree that such statement is filed, and any amend-
ments thereto filed by any or all of us will be filed on behalf of each of us.
Dated: June 12, 2013 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
By: Columbia Pacific Advisors, LLC
General Partner
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
COLUMBIA PACIFIC ADVISORS, LLC
By: /s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
/s/ Alexander B. Washburn
ALEXANDER B. WASHBURN
/s/ Daniel R. Baty
DANIEL R. BATY
/s/ Stanley L. Baty
STANLEY L. BATY
/s/ Brandon D. Baty
BRANDON D. BATY