0001193125-12-164064.txt : 20120416 0001193125-12-164064.hdr.sgml : 20120416 20120416125428 ACCESSION NUMBER: 0001193125-12-164064 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120416 DATE AS OF CHANGE: 20120416 GROUP MEMBERS: AMERIPRISE FINANCIAL, INC. GROUP MEMBERS: COLUMBIA MANAGEMENT INVESTMENT ADVISORS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLX TECHNOLOGY INC CENTRAL INDEX KEY: 0000850579 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943008334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56235 FILM NUMBER: 12760456 BUSINESS ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4087749060 MAIL ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Seligman Spectrum Focus (Master) Fund CENTRAL INDEX KEY: 0001404098 IRS NUMBER: 980498128 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 309 UGLAND HOUSE STREET 2: 113 SOUTH CHURCH STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: BWI BUSINESS PHONE: 212-850-1864 MAIL ADDRESS: STREET 1: 100 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 d335289dsc13d.htm 13D 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

 

PLX Technology, Inc.

(Name of Issuer)

 

 

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

693417107

(CUSIP Number)

 

Seligman Spectrum Focus (Master) Fund

P.O. Box 309

Ugland House, South Church Street

George Town, Grand Cayman KY1-1104, Cayman Islands

Telephone: (212) 850-1864

 

with copies to:

 

Steve L. Camahort, Esq.

Shearman & Sterling LLP

Four Embarcadero Center, Suite 3800

San Francisco, CA 94111

Telephone: (415) 616-1100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 5, 2012

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 00752J108  

 

  1.   

Names of Reporting Persons.

 

Ameriprise Financial, Inc.

 

I.R.S. Identification Nos. of above persons (entities only)

13-3180631

 

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

2,252,221

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

2,252,221

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,252,221

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

5.03%

14.

 

Type of Reporting Person (See Instructions)

 

HC

 

 

2


CUSIP No. 00752J108  

 

  1.    

Names of Reporting Persons.

 

Columbia Management Investment Advisers, LLC

  2.   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.   

SEC Use Only

 

  4.   

Source of Funds (See Instructions)

 

OO

  5.   

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.   

Citizenship or Place of Organization

 

Minnesota

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

2,252,221

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

2,252,221

11.

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,252,221

12.

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

  

Percent of Class Represented by Amount in Row (11)

 

5.03%

14.

  

Type of Reporting Person (See Instructions)

 

IA

 

 

3


CUSIP No. 00752J108  

 

  1.    

Names of Reporting Persons.

 

Seligman Spectrum Focus (Master) Fund

 

I.R.S. Identification Nos. of above persons (entities only)

98-0498128

  2.   

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  x

 

  3.   

SEC Use Only

 

  4.   

Source of Funds (See Instructions)

 

WC

  5.   

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨

 

  6.   

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

2,249,500

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

2,249,500

11.

  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,249,500

12.

  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨

 

13.

  

Percent of Class Represented by Amount in Row (11)

 

5.03%

14.

  

Type of Reporting Person (See Instructions)

 

CO

 

4


The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits and Schedule attached hereto is expressly incorporated herein by reference and the response to each item of this Schedule 13D is qualified in its entirety by the provisions of such Exhibits and Schedule.

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the shares of common stock, $0.001 par value per share (“Common Stock”)1, of PLX Technology, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 3230 Scott Blvd., Santa Clara, California 95054.

Item 2. Identity and Background.

(a) This Statement is being filed jointly by the following (each a “Reporting Person” and collectively, the “Reporting Persons”): (1) Ameriprise Financial, Inc., a Delaware corporation (“AFI”), (2) Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“CMIA”), and (3) Seligman Spectrum Focus (Master) Fund, an exempted company incorporated in the Cayman Islands (“Focus Fund”). The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 99.1 hereto.

(b) The business address for AFI, CMIA and each executive officer and director of CMIA is c/o Ameriprise Financial, Inc., 145 Ameriprise Financial Center, Minneapolis, MN 55474. The business address for Focus Fund and each executive officer and director of Focus Fund is P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands.

The name and principal occupation of each director and executive officer of AFI and CMIA are set forth on Schedule A and incorporated herein by reference. The name and principal occupation of each director of Focus Fund are also set forth on Schedule A and incorporated herein by reference. Focus Fund does not have any officers.

(c) The principal business of Focus Fund is serving as a private investment fund formed for the purpose of making equity investments. The principal business of CMIA is acting as the investment adviser to Focus Fund and various other investment companies, including other unregistered investment companies and investment companies registered under the Investment Company Act of 1940, and managed accounts. AFI is a financial services firm that serves as the sole owner and parent company of CMIA.

(d) During the last five years, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the other persons listed in this Item 2, has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) During the last five years, none of the Reporting Persons, and to the knowledge of the Reporting Persons, none of the other persons listed in this Item 2, has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) AFI is a Delaware corporation. CMIA is a Minnesota limited liability company. Focus Fund is an exempted company incorporated in the Cayman Islands. Each director and executive officer of AFI, CMIA and Focus Fund is a United States citizen, except for Messrs. Litton and Banks who are citizens of Great Britain and Mr. Bannister who is a citizen of Malta.

 

1  Note: If listed security is not common stock, “Common Stock” will need to be replaced throughout 13D with the correct term.

 

5


Item 3. Source Amount of Funds or Other Consideration

The shares of Common Stock purchased by Focus Fund were purchased with working capital in open market purchases. The aggregate purchase cost of the 2,249,500 shares of Common Stock beneficially owned by Focus Fund is approximately $8,060,040.43, excluding brokerage commissions.

Item 4. Purpose of Transaction

Focus Fund acquired the shares of Common Stock beneficially owned by it for investment in the ordinary course of business at market prices believed to represent an attractive investment opportunity.

From time to time, representatives of Focus Fund may speak or otherwise communicate with members of the Issuer’s management, board of directors, other stockholders and other parties concerning the business, operations, board composition, management, strategy and future and future plans of the Issuer in order to express the views of Focus Fund as to ways to maximize shareholder value (each, a “Company Communication”).

No Reporting Person has any present plan or proposal which relates to or would result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may in the future engage in further Company Communications. Depending on various factors including, without limitation, the results of any such discussions, the Issuer’s financial position and business strategy, price levels of the Common Stock, conditions in the securities market and general economic and industry conditions, the Reporting Persons reserve the right to, and may at any time in the future, take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, acquiring additional securities of Issuer at any time, disposing of any securities of Issuer at any time, engaging in any hedging or similar transactions with respect to the securities of Issuer at any time, seeking board representation or taking other actions to effect changes in the board composition, ownership structure or operations of the Issuer, encouraging the Issuer to pursue one or more strategic transactions, or formulating any other purposes, plans or proposals regarding the Issuer or the securities of the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D, each to the extent deemed advisable in light of Focus Fund’s general investment policies or other factors and subject to applicable legal and contractual restrictions on their ability to do so.

Item 5. Interest in Securities of the Issuer

(a-b) The following disclosure assumes there are 44,731,812 shares of Common Stock outstanding, which the Issuer represented to be the number of shares of Common Stock outstanding as of February 29, 2012 in the Issuer’s annual report on Form 10-K, as filed with the Securities and Exchange Commission on March 13, 2012.

As of April 5, 2012, Focus Fund beneficially owned 2,249,500 shares of Common Stock, which constitutes approximately 5.03% of the shares of Common Stock outstanding.

CMIA and AFI do not directly own any shares of Common Stock of the Issuer. As the investment adviser of Focus Fund and various other unregistered and registered investment companies and managed accounts, CMIA may be deemed to beneficially own 2,252,221 shares of Common Stock held by Focus Fund and one other client of CMIA, which constitutes approximately 5.03% of the shares of Common Stock outstanding. To the knowledge of the Reporting Persons, as of April 5, 2012, only one other client of CMIA besides Focus Fund beneficially owned shares of Common Stock and only the Focus Fund beneficially owned more than 5% of the shares of Common Stock outstanding.

As the sole owner and parent company of CMIA, AFI may be deemed to beneficially own 2,252,221 shares of Common Stock, which constitutes approximately 5.03% of the shares of Common Stock outstanding.

 

6


Except as set forth in this Item 5(a), none of the Reporting Persons beneficially owns any shares of Common Stock.

(c) Schedule B annexed hereto lists all transactions in the shares of Common Stock during the past 60 days by the Reporting Persons.

(d) To the knowledge of the Reporting Persons, no other persons besides the Stockholders and those persons for whose shares of Common Stock the Stockholders report beneficial ownership have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein; provided, however, that one CMIA client (not a Reporting Person hereunder) owning 2,721 shares of Common Stock of the Issuer has the right to receive any dividends paid by the Issuer and could terminate its investment advisory relationship with CMIA and then subsequently direct the use of proceeds from the sale of the Common Stock owned by the client.

(e) Not applicable.

Except as set forth above, to the knowledge of the Reporting Persons, none of the other persons listed in Item 2 above has beneficial ownership of any shares of Common Stock.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The responses set forth in Items 3, 4 and 5 of this Statement are incorporated herein by reference.

Other than as described herein, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies, between the Reporting Persons, and any other person, with respect to any securities of the Issuer.

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit
Number

  

Document

99.1    Joint Filing Agreement, dated April 5, 2012 by and among AFI, CMIA and Focus Fund.
99.2    Form of Nomination Agreement

 

7


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: April 5, 2012

  Seligman Spectrum Focus (Master) Fund
  By:  

/s/ Eric T. Brandt

  Name:   Eric T. Brandt
  Title:   Authorized Person

 

  Ameriprise Financial, Inc.
  By:  

/s/ Wade M. Voigt

  Name:   Wade M. Voigt
  Title:   Director – Fund Administration

 

  Columbia Management Investment Advisers, LLC
  By:  

/s/ Eric T. Brandt

  Name:   Eric T. Brandt
  Title:   Vice President and Assistant Secretary

 

8


Schedule A

Directors of Seligman Spectrum Focus (Master) Fund

 

Name and Position

 

Principal Occupation

John Banks – Director   Executive Chairman of Bridgewater (IOM) Limited
Joseph V. Bannister – Director   Professor at Cranfield Institute of Technology and University of Malta
David C. Litton – Director   Managing Director of Devonshire Corporate Services Limited
Jeffrey F. Peters – Director   Senior Vice President and Head of Institutional Distribution of Columbia Management Investment Advisers, LLC
William F. Truscott – Director   Chief Executive Officer of U.S. Asset Management and President of Annuities of Ameriprise Financial, Inc.

Directors and Executive Officers of Columbia Management Investment Advisers, LLC

 

Name and Position

  

Principal Occupation

William F. Truscott – President and Chairman of the Board    Chief Executive Officer of U.S. Asset Management and President of Annuities of Ameriprise Financial, Inc.
Brian J. McGrane – Director, Senior Vice President and Chief Financial Officer    Director, Senior Vice President and Chief Financial Officer of Columbia Management Investment Advisers, LLC
Colin Moore – Director and Chief Investment Officer    Director and Chief Investment Officer of Columbia Management Investment Advisers, LLC
J. Kevin Connaughton – Senior Vice President and General Manager of Mutual Fund Products    Senior Vice President and General Manager of Mutual Fund Products of Columbia Management Investment Advisers, LLC
Amy K. Johnson – Senior Vice President and Chief Operating Officer    Senior Vice President and Chief Operating Officer of Columbia Management Investment Advisers, LLC
Robert McConnaughey – Senior Vice President and Head of Equities    Senior Vice President and Head of Equities of Columbia Management Investment Advisers, LLC
Jeffrey F. Peters – Senior Vice President and Head of Institutional Distribution    Senior Vice President and Head of Institutional Distribution of Columbia Management Investment Advisers, LLC
Scott R. Plummer – Chief Legal Officer    Chief Legal Officer of Columbia Management Investment Advisers, LLC; Senior Vice President and Lead Chief Counsel of Ameriprise Financial, Inc.
Christopher Thompson – Senior Vice President and Head of Investment Products and Marketing    Senior Vice President and Head of Investment Products and Marketing of Columbia Management Investment Advisers, LLC
Amy Unckless – Senior Vice President and Chief Administrative Officer    Senior Vice President and Chief Administrative Officer of Columbia Management Investment Advisers, LLC
Kevin G. Poole – Vice President and Chief Compliance Officer    Vice President and Chief Compliance Officer of Columbia Management Investment Advisers, LLC; Vice President of Asset Management Compliance of Ameriprise Financial, Inc.
Colin J. Lundgren – Managing Director and Head of Fixed Income    Managing Director and Head of Fixed Income of Columbia Management Investment Advisers, LLC
Todd White – Managing Director and Head of Alternative and Absolute Return Investments    Managing Director and Head of Alternative and Absolute Return Investments of Columbia Management Investment Advisers, LLC

 

9


Directors and Executive Officers of Ameriprise Financial, Inc.

 

Name and Position

  

Principal Occupation

James M. Cracchiolo – Chairman and Chief Executive Officer    Chairman and Chief Executive Officer of Ameriprise Financial, Inc.
Warren D. Knowlton – Director    Retired
W. Walker Lewis – Director    Chairman of Devon Value Advisers
Siri S. Marshall – Director    Retired
Jeffrey Noddle – Director    Retired
H. Jay Sarles – Director    Retired
Robert F. Sharpe, Jr. – Director    Retired
William H. Turner – Director    Chairman of International College and Senior Adviser at Opera Solutions, LLC
Lon R. Greenberg – Director    Chairman and CEO of UGI Corporation
Walter S. Berman – Executive Vice President and Chief Financial Officer    Executive Vice President and Chief Financial Officer of Ameriprise Financial, Inc.
Deirdre Davey McGraw – Executive Vice President of Corporate Communications and Community Relations    Executive Vice President of Corporate Communications and Community Relations of Ameriprise Financial, Inc.
Donald E. Froude – President of The Personal Advisors Group    President of The Personal Advisors Group of Ameriprise Financial, Inc.
Kelli A. Hunter – Executive Vice President of Human Resources    Executive Vice President of Human Resources of Ameriprise Financial, Inc.
John C. Junek – Executive Vice President and General Counsel    Executive Vice President and General Counsel of Ameriprise Financial, Inc.
Glen Salow – Executive Vice President of Service Delivery and Technology    Executive Vice President of Service Delivery and Technology of Ameriprise Financial, Inc.
Kim M. Sharan – President of Financial Planning and Wealth Strategies and Chief Marketing Officer    President of Financial Planning, Retirement and Wealth Strategies and Chief Marketing Officer of Ameriprise Financial, Inc.
David K. Stewart – Senior Vice President and Controller (Principal Accounting Officer)    Senior Vice President and Controller (Principal Accounting Officer) of Ameriprise Financial, Inc.
Joseph E. Sweeney – President of Advice and Wealth Management and Products and Services    President of Advice and Wealth Management and Products and Services of Ameriprise Financial, Inc.
William F. Truscott – Chief Executive Officer of U.S. Asset Management and President of Annuities    Chief Executive Officer of U.S. Asset Management and President of Annuities of Ameriprise Financial, Inc.
John R. Woerner – President of Insurance and Chief Strategy Officer    President of Insurance and Chief Strategy Officer of Ameriprise Financial, Inc.

 

10


Schedule B

Transactions in the Shares During the Past 60 days

 

For the

Account of

   Shares of Common Stock
Purchased/(Sold)
   Price Per
Share ($U.S.)
   Date of
Purchase/(Sale)

Focus Fund

   129800    3.6331    2/23/2012

Focus Fund

   40500    3.5992    2/24/2012

Focus Fund

   31800    3.6245    2/27/2012

Focus Fund

   80000    3.6006    2/27/2012

Focus Fund

   100000    3.5469    2/28/2012

Focus Fund

   265700    3.5449    2/29/2012

Focus Fund

   300000    3.58    3/1/2012

Focus Fund

   604300    3.55    3/1/2012

Focus Fund

   78038    3.5635    3/2/2012

Focus Fund

   22000    3.57    3/5/2012

Focus Fund

   37562    3.5547    3/6/2012

Focus Fund

   45600    3.5143    3/7/2012

Focus Fund

   50000    3.5276    3/7/2012

Focus Fund

   274400    3.5108    3/7/2012

Focus Fund

   95500    3.7338    3/22/2012

Focus Fund

   5600    3.7498    3/23/2012

Focus Fund

   10900    3.88    3/29/2012

Focus Fund

   5300    3.9651    3/30/2012

Focus Fund

   44000    3.9987    4/2/2012

Focus Fund

   4000    3.9925    4/4/2012

Focus Fund

   7600    3.8    4/4/2012

Focus Fund

   2000    3.784    4/5/2012

Focus Fund

   2000    3.784    4/5/2012

Focus Fund

   14900    3.7984    4/5/2012

 

11

EX-99.1 2 d335289dex991.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT

Exhibit 99.1

to

Schedule 13D

Joint Filing Agreement

The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13D dated April 5, 2012 in connection with their beneficial ownership of PLX Technology, Inc., and any amendments thereto. Each of Ameriprise Financial, Inc. and Columbia Management Investment Advisers, LLC authorizes Seligman Spectrum Focus (Master) Fund to execute the Schedule 13D to which this Exhibit is attached and make any necessary amendments thereto.

Ameriprise Financial, Inc.

 

By:  

/s/ Wade M. Voigt

  Wade M. Voigt
  Director - Fund Administration

Seligman Spectrum Focus (Master) Fund

 

By:  

/s/ Eric T. Brandt

  Eric T. Brandt
  Authorized Person

Columbia Management Investment Advisers, LLC

 

By:

 

/s/ Eric T. Brandt

  Eric T. Brandt
  Vice President and Assistant Secretary