Managing member Robert Chapman said the primary goal of its filing, known as a 13D document, was to place the Vitesse board of directors on notice about the depth of its stock-option backdating problems.

Chapman has agitated successfully for the restructuring of more than 17 publicly-traded companies in the past decade. For Vitesse, it serves as the registered advisor for Chap-Cap Partners II Master Fund Ltd. and Chap-Cap Activist Partners Master Fund Ltd., which together own 7.3 percent of common shares of Vitesse.

In a letter accompanying the filing, Chapman said ownership represented by the funds now exceeds that of the board by a 13-to-1 ratio, and is more than two times the size of the next largest shareholder.

"Chapman Capital believes that after treating backdated stock options tied to the success of Vitesse's computer chips like past-expiration bags of stale potato chips, the board's stewardship shall be proven grossly negligent, if not fraudulent," the letter alleged.

The filing states that only an immediate auction would realize value in excess of $4.50 a share, an amount that Chapman asserted represents Vitesse's current market capitalization of $300 million.

The letter charges that Vitesse Chairman John Lewis failed to take personal responsibility following the resignation of CEO Lou Tomasetta and two other executives to ensure that options pricing was proper. Chapman charged that current CEO Chris Gardner was granted 400,000 ten-year stock options priced at $1.51 per share. That price, Chapman said, does not reflect the stock's price on May 15, when Gardner was appointed chief executive.

The letter asserts that Chapman has no financial interest in gaining seats on the Vitesse board of directors. Vitesse announced in late June its stock would be delisted by the Nasdaq market due to its inability to file financial statements. The delays stemmed from the stock option backdating scandal.