Vitesse Semiconductor Names Christopher R. Gardner as Chief Executive Officer and Reports Certain Other Recent Events.CAMARILLO, Calif. -- Vitesse Semiconductor Corporation (Nasdaq:VTSS VTSS Vehicle Theft Security System VTSS Vancouver Technical Secondary School ) provides updates regarding certain recent events. Vitesse Appoints New Executive Officers Vitesse announced today that Christopher R. Gardner, the Acting Chief Executive Officer of Vitesse, has been appointed Chief Executive Officer. Mr. Gardner joined Vitesse in 1986. He served as Vice President and Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. from November 2000 to June 2002. From June 2002 until he was appointed Acting Chief Executive Officer on April 18, 2006, he served as Vice President and General Manager of the Network Products Division. Mr. Gardner received his B.S.E.E. from Cornell University Cornell University, mainly at Ithaca, N.Y.; with land-grant, state, and private support; coeducational; chartered 1865, opened 1868. It was named for Ezra Cornell, who donated $500,000 and a tract of land. With the help of state senator Andrew D. and his M.S.E.E. from the University of California at Berkeley (body, education) University of California at Berkeley - (UCB) See also Berzerkley, BSD. http://berkeley.edu/. Note to British and Commonwealth readers: that's /berk'lee/, not /bark'lee/ as in British Received Pronunciation. . Vitesse also announced that Shawn C.A. Hassel of Alvarez & Marsal, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , the Acting Chief Financial Officer of Vitesse, has been appointed Chief Financial Officer. Since July 2001, Mr. Hassel has been and continues to be a Managing Director of Alvarez & Marsal, specializing in developing operational and financial solutions for companies in transition. Prior to joining Alvarez & Marsal, Mr. Hassel spent seven years with Arthur Andersen's corporate finance and turnaround division where he served as a Director. Mr. Hassel earned his B.S. degree in Finance and Accounting from the University of Arizona (body, education) University of Arizona - The University was founded in 1885 as a Land Grant institution with a three-fold mission of teaching, research and public service. and is a licensed Certified Public Accountant Certified Public Accountant (CPA) An accountant who has met certain standards, including experience, age, and licensing, and passed exams in a particular state. . Louis R. Tomasetta, Chief Executive Officer, Yatin Mody, Chief Financial Officer, and Eugene F. Hovanec, Executive Vice President have been terminated as officers and employees of Vitesse. As previously reported, these officers had been placed on administrative leave by Vitesse because of such individuals' involvement with issues related to the integrity of documents relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc Vitesse's stock option grant process. Vitesse's Chairman of the Board, John C. Lewis, said, "This has been a very challenging time for the Company. As a Board, we have taken quick and decisive action that we believe is in the best interests of the Company and its shareholders. The new management team has done an excellent job in a very short period of time to address the pending challenges to Vitesse. Moreover, Chris Gardner Christopher Paul Gardner (born February 9, 1954 in Milwaukee, Wisconsin) is a self-made millionaire, entrepreneur, motivational speaker and philanthropist who, during the early 1980s, struggled with homelessness while raising his toddler son, Christopher, Jr. has been instrumental in providing leadership during this transition period. The Board has complete confidence in the new executive team." Internal Investigation As previously disclosed, the Company's Board of Directors has appointed a Special Committee of independent directors to conduct an internal investigation relating to past stock option grants, the timing of such grants and other related accounting and documentation issues. The scope of the internal investigation was previously expanded to include issues relating to the Company's practices in connection with credits issued to and requested by customers (for returned products or otherwise) and the related accounting treatment, as well as the application of payments received to the proper accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying . The internal investigation has now been further expanded to include a review of the Company's (i) general revenue recognition policies and practices and (ii) practices that may have affected the Company's cash position at the end of certain reporting periods. Credit Facility The Company has received notice from Silicon Valley Bank that Events of Default have occurred under the credit facility between Silicon Valley Bank and the Company. The notice states that the Events of Default include the Company's failure to file its Quarterly Report on Form 10-Q Form 10-Q See 10-Q. for the quarter ended March 31, 2006, an apparent failure to meet the liquidity covenants under the credit facility, certain alleged misrepresentations under the credit facility and a material adverse change in the Company. The notice also states that the amount outstanding under the credit facility currently exceeds the permitted borrowing base under the facility. The Bank states that it is entitled to exercise any and all remedies available under the credit facility and the related security documents, and that, until all Events of Default are cured, the Company is required to pay default interest under the credit facility and that no further advances will be made by the Bank. The Company reserves the right to contest various asserted Events of Default and does not believe it is necessary or appropriate for the Bank to assert further remedies. At May 15, 2006, approximately $10 million was drawn and outstanding under this credit facility plus approximately $4.2 million in issued but undrawn un·draw tr.v. un·drew , un·drawn , un·draw·ing, un·draws To draw to one side, as a curtain. Adj. 1. undrawn - not represented in a drawing undelineated - not represented accurately or precisely standby letter of credits Standby Letter of Credit A stipulation that states a letter of credit will be called back if the payer defaults. Notes: A letter of credit is typically used in international transactions. , and the Company had un-restricted cash and un-restricted cash equivalents of approximately $13.2 million. The Company presently is in active discussions with the Bank and believes that it has reached a conceptual agreement on the potential terms of a short-term forbearance that should allow the Company to continue its efforts to obtain additional financing. It is contemplated that as part of the agreement with the Bank, the Company would repay $5 million of the amount currently outstanding under the credit facility. No assurances can be given that the Bank and the Company will actually reach agreement on the forbearance. The Company has engaged an investment banking firm to assist in obtaining additional financing. The Company has received non-binding indications of interest and is currently evaluating these indications of interest. No assurance can be given that any additional financing can be obtained or, if obtained, will be on terms favorable to the Company. Any securities issued in the financing will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from the registration requirements. If additional financing is not obtained and/or the Bank takes further action under the credit facility, it would have a material adverse effect on the Company's operations, liquidity and financial condition. Vitesse's President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , Chris Gardner, said, "In spite of the recent challenges we face with respect to our financial reporting and other issues, Vitesse remains focused on executing our strategic business plan to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the investments we've made. I'm pleased that we continue to see broad-based growth in customer demand across our three business units and I'm encouraged by the ongoing support shown by our employees, suppliers and customers." About Vitesse Vitesse designs, develops and markets a diverse portfolio of high-performance, cost-competitive semiconductor solutions for communications and storage networks worldwide. Engineering excellence and dedicated customer service distinguish Vitesse as an industry leader in Gigabit Ethernet An Ethernet standard that transmits at 1 Gbps. Used mostly to connect high-end workstations and servers as well as for network backbones, Gigabit Ethernet transmits full duplex from point to point using switches and half duplex in a shared environment (CSMA/CD) using a hub. LAN (Local Area Network) A communications network that serves users within a confined geographical area. The "clients" are the user's workstations typically running Windows, although Mac and Linux clients are also used. , Ethernet-over-SONET, Advanced Switching, Fibre Channel, Serial Attached SCSI See SAS. , Optical Transport, and other applications. Vitesse innovation empowers customers to deliver superior products for Enterprise, Access, Metro, and Core applications. Additional company and product information is available at www.vitesse.com. FORWARD LOOKING STATEMENTS This news announcement contains certain forward-looking statements within the meaning of the U.S. securities laws. These statements are based upon current expectations and involve certain risks and uncertainties, including those related to the expected future operating performance of the Company. Forward-looking statements include but are not limited to information preceded by, or that include the words, "believes," "expects," "prospects," "anticipates," "could," "estimates," "forecasts" or similar expressions. The reader should note that these statements may be impacted by several factors, including economic changes, increased competition, changes in the semiconductor industry generally, and changes in interest rates. Accordingly, the Company's actual performance and results may differ from those anticipated in the forward-looking statements. Please see the Company's recent public filings for information about these and other risks that may affect the Company. The Company undertakes no obligation to update or revise the information contained herein because of new information, future events or otherwise. |
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