Item 8.01 - Other Events

Annual Stockholders Meeting
We are in discussions with Raging Capital Fund, LP and certain of its affiliates ("Raging Capital") concerning Raging Capital's nomination of two individuals for election to the Board of Directors of Vitesse Semiconductor Corporation at our 2013 annual meeting of stockholders (the "2013 Annual Meeting"). To provide us with greater time to complete our discussions with Raging Capital, we are rescheduling the date of the 2013 Annual Meeting.
The 2013 Annual Meeting, originally scheduled to be held on January 29, 2013, will now be held on March 7, 2013.
Public Offering
On December 7, 2012, we entered into an underwriting agreement (the "Underwriting Agreement") with the several Underwriters named in the Underwriting Agreement (the "Underwriters") for which Needham & Company, LLC is acting as representative, relating to an underwritten public offering of 10,000,000 shares of our common stock, $0.01 par value, at a per share price to the public of $1.75.
Pursuant to the Underwriting Agreement, we granted the Underwriters a 30-day option to purchase up to an additional 1,409,294 shares of common stock. The underwriters exercised their option with respect to 400,000 additional shares on December 11, 2012.
The public offering closed on December 12, 2012, and we sold to the Underwriters an aggregate of 10,400,000 shares for net proceeds of approximately $16.7 million after deducting the underwriting discount and estimated offering expenses payable by us of approximately $312,500.

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