UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 18, 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 9
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 9
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 9
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 9
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 9
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 9
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 9
EXPLANATORY NOTE
This Amendment No. 1 amends and supplements the Schedule 13D filed by
the Reporting Persons with the Securities and Exchange Commission on June 12,
2013 and also amends and supplements the Reporting Persons previously filed
Schedule 13G on November 8, 2010, as subsequently amended on January 6, 2011,
June 13, 2011, February 15, 2012 and January 22, 2013.
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. 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.
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 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
The Reporting Persons have been approached by an advisor to a well-
capitalized North American-headquartered semiconductor designer regarding their
interest in acquiring the Issuer for a potentially very substantial premium.
The Reporting Persons understand that the Issuer's Board of Directors has been
made aware of the potential acquirer's interest in acquiring the Issuer and the
potential premium the acquirer would potentially pay to acquire the Issuer but
believe that no formal indication of interest has been communicated to the
Issuer. The Reporting Persons are making this disclosure to avoid trading
restrictions while possibly in possession of material, non-public information.
The Reporting Persons urge the Issuer's board of directors to give
prompt, serious consideration to this and any other expressions of interest in
acquiring control of the Issuer.
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Cusip No. 928497304 Schedule 13-D Page 9 of 9
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 18, 2013 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P. (1)
By: Columbia Pacific Advisors, LLC
General Partner
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member of
COLUMBIA PACIFIC ADVISORS, LLC (1)
By: /s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
/s/ Alexander B. Washburn
Alexander B. Washburn (1)
/s/ Daniel R. Baty
Daniel R. Baty (1)
/s/ Stanley L. Baty
Stanley L. Baty (1)
/s/ Brandon D. Baty
Brandon D. Baty (1)