Item 8.01. Other Events.
On June 12, 2014, Vitesse Semiconductor Corporation (the "Company") entered into
an underwriting agreement (the "Underwriting Agreement") with the several
Underwriters named in the Underwriting Agreement (the "Underwriters") for whom
Needham & Company, LLC is acting as representative, relating to an underwritten
public offering of 7,462,675 shares (the "Shares") of the Company's common
stock, $0.01 par value. All of the Shares are being sold by the Company. The
offering price to the public is $3.35 per share, and the Underwriters have
agreed to purchase the Shares from the Company pursuant to the Underwriting
Agreement at a price of $3.135 per share. Under the terms of the Underwriting
Agreement, the Company granted the Underwriters a 30-day option to purchase up
to an additional 1,119,401 shares of common stock.
The Shares will be issued pursuant to a shelf registration statement that the
Company filed with the Securities and Exchange Commission, which became
effective on January 7, 2014 (File No. 333-192697). A prospectus supplement
relating to the offering has been filed with the Securities and Exchange
Commission. The closing of the offering is expected to take place on or about
June 17, 2014, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference. The foregoing description of the material
terms of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibit. A copy of the legal
opinion and consent of Stubbs Alderton & Markiles, LLP relating to the Shares is
attached hereto as Exhibit 5.1. The Company issued a press release on June 11,
2014 announcing the launch of the public offering and a press release on
June 12, 2014 announcing the pricing of the offering. These press releases are
attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement dated as of June 12, 2014
among the Company and
Needham & Company, LLC
, as underwriter and representative of the several
5.1 Opinion of Stubbs Alderton & Markiles, LLP regarding legality of the
23.1 Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1).
99.1 Press Release dated June 11, 2014.
99.2 Press Release dated June 12, 2014.