Chapman Capital to investigate Vitesse board members

By Lisa Kerner

Charlotte, N.C., Aug. 21 - Vitesse Semiconductor Corp. directors Willow B. Shire and Steven P. Hanson are being formally investigated by Chapman Capital LLC, adviser to two funds that together comprise the largest reported ownership block of the company.

Chapman Capital said it is looking into the backgrounds and affiliations of the two non-shareholder elected directors after Vitesse's board of "entrenched" incumbent members failed to call a meeting to elect their own representatives.

"Nearly two years has passed since Vitesse's owners have been allowed to attend a shareholders meeting to elect directors," Chapman Capital managing member Robert L. Chapman, Jr., said in a company news release.

"Instead, foisted upon Vitesse's owners are these 're-treaded' substitutes who have been admitted to Vitesse's boardroom without the legitimacy of being vetted, much less elected, by the owners to whom they purport to report."

Chapman added that the board and senior management seem anxious "to perpetuate the absolute veto power that has allowed them to discriminate against director candidates who may 'disrupt' their stock option and cash compensation enriching party, while holding them accountable and potentially opening 'back-dated option closets' concealing a skeleton or two."

Chapman also claimed that in published reports, Shire "was given the sack" and "walloped by workplace change" when her employment with Digital Equipment terminated in January 1994. Hanson is discredited by an "upside down resume" involving previous employment, Chapman contended.

Chapman Capital, in an effort to gather more information on Shire and Hanson, set up a hotline at (301) 373-0404, ext. 200. Tipsters can also e-mail the Los Angeles investment adviser at info@chapcap.com.

Vitesse is a Camarillo, Calif., semiconductor solution development company.

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