Chapman Checks Vitesse BOD

Chapman Capital launches investigation into Vitesse directors Shire and Hanson

August 21, 2007

2 Min Read

LOS ANGELES -- Chapman Capital L.L.C., investment advisor to two investment funds that together comprise the largest reported ownership block of Vitesse Semiconductor Corporation (Pink Sheets: VTSS) ("Vitesse" or "the Company"), today announced it has launched a formal investigation into the backgrounds and affiliations of non-shareholder elected directors Willow B. Shire and Steven P. Hanson. This investigation is the direct result of the failure of Vitesse's entrenched incumbent Board of Directors ("the Board"), consisting of Christopher Gardner, Edward Rogas, Vincent Chan, Alex Daly, Willow Shire and now Steve Hanson, to seek and obtain exemptive relief from the U.S. Securities and Exchange Commission to call a meeting of shareholders to elect their own representatives to the Board.

Robert L. Chapman, Jr., Managing Member of Chapman Capital, commented, "Nearly two years has passed since Vitesse's owners have been allowed to attend a shareholders meeting to elect directors. 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. To Chapman Capital, Vitesse's Board and senior management seem quite 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."

Regarding Vitesse Semiconductor's announcements of Willow Shire and Steve Hanson's "election" by the Company's Board to that same Board, Mr. Chapman stated, "Our preliminary research into the backgrounds of Ms. Shire and Mr. Hanson has been tremendously disconcerting. As the advisor to Vitesse's largest ownership block, Chapman Capital feels it has a fiduciary duty to investigate these individuals in order to understand how and why Vitesse CEO Christopher Gardner possibly could opine that they 'exemplify the kind of business leader that Vitesse is seeking to attract as an independent director.' Our initial conclusions have been to the contrary."

Chapman Capital LLC

Vitesse Semiconductor Corp. (Nasdaq: VTSS)

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