Vitesse Semiconductor
(OTC:VTSS) directors may face some opposition in coming months as
Chapman Capital prepares to do battle. The activist hedge fund
announced its intentions today to investigate management's backgrounds,
affiliations and board qualifications. Shareholders are hoping that
this move could forces changes at a company that hasn't held a board
meeting in over two years.
Chapman Capital's recent
Schedule 13D/A
filing is the latest in a long line of letter criticizing the company
for unethical - and allegedly illegal - actions on behalf of management
and the board. The largest problem is the fact that the company hasn't
had a reasonable annual meeting in more than two years. The company
applied to the SEC for relief but was turned away, which prompted
Chapman to launch a campaign to find evidence of misconduct.
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."
An additional very detailed
letter outlined the evidence obtained thus far while the hedge fund
also provided a hotline through which others in the industry could call
in reports. If change is effected, it could mean hefty profits for
shareholders benefiting from a turnaround. This makes VTSS a stock
worth watching!
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