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Two board members resign from troubled Vitesse


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Two Vitesse Semiconductor Corp. board members resigned this week, the latest change to follow governance and accounting issues that have rocked the Camarillo company.

The resignations of James Cole and Moshe Gavrielov followed pressure by shareholders on company leaders.

Vitesse is under investigation by the U.S. Securities and Exchange Commission for backdating stock options to artificially inflate their price. It also has been delisted from the Nasdaq because it has not filed quarterly financial reports since the first quarter of 2006. An internal investigation turned up accounting tricks used to meet Wall Street expectations.

The company fired its three top executives after the scandal broke. Last week, the company sued KPMG, its former auditing firm.

In particular, shareholders had pressed for the removal of Cole. He had sat on the board since 1987 and was one of the company's original investors.

Cole said Wednesday that his decision to step down was because the venture capital firm he runs, Windward Ventures, does not have a vested interest in Vitesse and he is trying to devote more time to companies in Windward's portfolio.

"It seemed like a good time to do it," he said, noting that Vitesse had been recruiting heavily for new board members as the company works on turning itself around.

"The company seems to be coming through most of its problems and has a good road map going forward," he said. "You don't want to leave when things are bad, ever. Things are improving in a nice way. It's a good time to make changes."

He said his resignation had nothing to do with the shareholders' push for his resignation.

Cole was criticized because of his position on Vitesse's auditing, compensation and corporate governance committees. One of Vitesse's large shareholders asserts that Cole was in a position to prevent the company's financial transgressions.

Chapman Capital LLC has targeted Cole's removal from the board in repeated filings with the SEC.

"His removal from the board carried enormous weight with the shareholders of Vitesse," said Robert Chapman, managing member. "That can't be overstated."

Vitesse offered no explanation for the resignations. In a statement, Vitesse Chief Executive Officer Christopher Gardner recognized the board members' "dedicated service."

The company announced the election of new board member Willow Shire, who will head the compensation and governance committees of the board.

Chapman Capital is pressuring Vitesse to hold an annual meeting, which would allow shareholders to vote on board members. The company has not had a meeting since January 2006.

"Even after Cole's removal, by definition the board of directors of Vitesse is illegitimate in that they have not been elected by the current owners of the company," Chapman said. "That doesn't necessarily mean we are opposed to all of them, but the owners of a company have a right to vote on who represents them."

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