On October 30, 2009, Vitesse Semiconductor Corporation (the "Company") announced that it closed a debt restructuring transaction with its major creditors. As previously reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 20, 2009, the Company entered into a Debt Conversion Agreement (the "Conversion Agreement"), dated as of October 16, 2009, with more than 96.7% of the beneficial owners (which we refer to collectively as the "Noteholders") of the $110,005,920 in principal amount of its 1.5% Convertible Subordinated Debentures due 2024 (the "2024 Debentures"). Pursuant to the Conversion Agreement, the Noteholders agreed to exchange their 2024 Debentures for a combination of cash, shares of common stock, new convertible debentures, and in some cases, shares of preferred stock.

On October 30, 2009, the Company paid $10,126,806 in cash in connection with the closing of the debt restructuring transaction contemplated under the Conversion Agreement (the "Closing"), $3,586,853 of which is being used to settle the Company's obligations with respect to the 2024 Debentures of holders that were not parties to the Conversion Agreement, $6,423,107 of which is being paid to parties to the Conversion Agreement in partial repayment of the 2024 Debentures and $116,846 of which is being paid to all beneficial owners of the 2024 Debentures as of October 30, 2009 in payment of accrued interest.

In connection with the Closing of the debt restructuring transaction, the Company is issuing the following securities in exchange for the remaining $100,005,920 in aggregate principal amount and premium of 2024 Debentures:

† 172,936,222 shares of the Company's common stock, par value $0.01 per share (the "Common Stock");

† $49,993,000 aggregate principal amount of 8.0% Convertible Second Lien Debentures Due 2014 (the "New Notes"); and

† 770,785.65 shares of Series B Participating Convertible Non-Cumulative Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock," and collectively with the Common Stock and the New Notes, the "New Securities").

Prior to the debt restructuring transaction, there were 230,905,580 shares of Common Stock outstanding. Immediately after the debt restructuring transaction, there will be 403,841,802 shares of Common Stock outstanding. If all shares of Series B Preferred Stock are converted into Common Stock immediately after the transaction, 480,920,402 shares of Common Stock would be outstanding after the transaction. If the Company's stockholders approve the authorization of additional shares of Common Stock at a contemplated special meeting, up to an additional 222,191,111 shares of Common Stock may be issued in connection with conversions of the New Notes.

All of the 2024 Debentures acquired by the Company as a result of the debt restructuring transaction contemplated by the Conversion Agreement have been cancelled. Further, the Company paid the principal amount, premium, and accrued interest on all remaining 2024 Debentures immediately after the Closing of the debt restructuring transaction. As a result of these transactions and payments, no 2024 Debentures will remain outstanding.

Exchange for the 2024 Debentures

Pursuant to the Conversion Agreement, the Noteholders are exchanging approximately 50% of their 2024 Debentures (after the partial repurchase for cash described above) for shares of Common Stock at $0.20 per share, subject to a limitation on ownership of 9.9% of the outstanding shares of Common Stock. Noteholders who would otherwise own more than 9.9% of the outstanding Common Stock following the debt restructuring transaction are receiving a combination of Common Stock and Series B Preferred Stock. These Noteholders are receiving one share of Series B Preferred Stock for every 100 shares of Common Stock that . . .

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K under the caption "The Series B Preferred Stock" is incorporated into this Item 5.03 by reference.

On October 30, 2009, the Company issued a press release announcing the Closing of the debt restructuring transaction as described in this Current Report on Form 8-K. The press release is furnished as Exhibit 99.1 to this Report.

On October 30, 2009, the Company issued a press release announcing the appointment of James H. Hugar and G. Grant Lyon to the Company's Board and the resignation of Guy W. Adams, Willow B. Shire, and Robert A. Lundy from the Company's Board. The press release is furnished as Exhibit 99.2 to this Report.

The information in Exhibit 99.1 and Exhibit 99.2 and in this Item shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

Process Related to the Closing of the Debt Restructuring Transaction

Holders of the 2024 Debentures had the right to require us to repurchase the 2024 Debentures on October 1, 2009 for 113.76% of the principal amount to be purchased. This repurchase right would have resulted in an additional payment of $13.3 million on the $96.7 million outstanding 2024 Debentures. Because the Company did not have the resources to repay the principal amount and related premium if the 2024 Debentures were put to the Company for repayment on October 1, 2009, the Company's Board of Directors formed a Strategic Development Committee (the "SDC") comprised of independent Board members. The SDC was responsible for assisting the Board in exploring potential alternative solutions to address the Company's obligation to repay the principal and premium amount of the 2024 Debentures.

To assist with identifying and evaluating a spectrum of possible solutions, the Company, working in conjunction with the SDC, assembled a team of advisors including investment bankers, financing specialists, and legal counsel. The Company and the SDC considered and evaluated a broad range of alternatives, including mergers of equals, sale of the Company, restructuring of the current debt, infusions of private equity investment, taking the Company private, and capital market transactions. The Company entered into discussions with over 30 parties, including over a dozen strategic buyers and over a dozen private equity investors. Of these, seven submitted proposals to acquire or to invest in the Company, and five firms conducted comprehensive diligence with the intent of consummating a definitive agreement to re-finance or acquire the Company.

The debt restructuring transaction contemplated by the Conversion Agreement significantly reduces the total amount of debt on the Company's balance sheet by replacing the Company's approximately $110 million of convertible debt which was due and payable on October 1, 2009 with approximately $50 million of convertible debt due in five years.

Special Meeting of Stockholders

As previously reported, the Company intends to call a Special Meeting of Stockholders (the "Special Meeting") to approve a reverse stock-split (which may or may not be implemented) and to increase the number of the Company's authorized shares of Common Stock to permit the conversion of the New Notes that are contemplated by the Conversion Agreement into shares of the Company's Common Stock. The Company expects to announce the record date and meeting date for this Special Meeting as soon as practicable. Holders of shares of the Company's Common Stock on the record date, including shares of Common Stock issued in connection with the debt restructuring transaction, will be able to vote their shares at this Special Meeting.

This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company's plans, intentions, and expectations. Such statements include without limitation, statements regarding the impact on the Company and its stockholders from the closing of the debt restructuring transaction. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. A more extensive discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's other reports filed with the Securities and Exchange Commission. The risks included above are not exhaustive. The Company expressly disclaims any

obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company's expectations or any change in events, conditions, or circumstances on which any such statement is based.

(d) Exhibits

Exhibit No.                                 Description

4.1            Indenture by and between Vitesse Semiconductor Corporation and U.S.
               Bank National Association, as Trustee, dated as of October 30, 2009.
4.2            Form of 8.0% Convertible Second Lien Debentures Due 2014 (included in
               Exhibit 4.1).
4.3            Certificate of Designation with respect to Series B Participating
               Convertible Non-Cumulative Preferred Stock.
99.1           Press Release dated October 30, 2009.
99.2           Press Release dated October 30, 2009.