Chapman Capital out to replace Vitesse board

By Lisa Kerner

Charlotte, N.C., July 30 - Vitesse Semiconductor Corp. shareholder Chapman Capital LLC said it would "immediately begin the process of soliciting proxies from shareholders" to replace all or part of the company's board of directors after filing a DEFN14A report with the Securities and Exchange Commission.

The investor made the decision "following an exhaustive, one-year effort to encourage the board to come into compliance with core, generally accepted corporate governance standards," according to a July 30 schedule 13D filing with the SEC.

Chapman Capital is seeking to replace Christopher Gardner, Edward Rogas, Vincent Chan, Alex Daly and Willow Shire. All were elected in "clear non-compliance with Section 211 of the Delaware General Corporation Law," Chapman maintained.

As previously reported, Vitesse's board is seeking shareholder recommendations for new director candidates. The company said it will solicit recommendations from its major shareholders that have continuously held at least 1% of Vitesse's common stock for at least one year or currently hold at least 5% of the common stock.

Securities and Exchange Commission regulations prevent the company from calling an annual shareholders' meeting to elect directors until it provides audited financial statements to its shareholders. The company said it plans to provide the statements as soon as possible.

On July 5, Chapman Capital said it planned to start a proxy solicitation to replace the board of Vitesse.

Robert L. Chapman, Jr. owns 16,029,449 shares, or 7.2%, of the Camarillo, Calif., semiconductor solution development company.

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