8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 2, 2009

PLX TECHNOLOGY, INC.

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(Exact Name of Registrant as Specified in its Charter)

DELAWARE

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(State or Other Jurisdiction of Incorporation)

    000-25699                                                          94-3008334

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           (Commission File Number)                      (I.R.S. Employer Identification No.)

870 W. Maude Avenue, Sunnyvale, California 94085

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(Address of Principal Executive Offices) (Zip Code)

(408) 774-9060

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(Registrant's telephone number, including area code)

Not Applicable

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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                      Entry into a Material Agreement.

 On January 2, 2009, PLX Technology, Inc. (“PLX”), Osprey Acquisition Sub, Inc., a wholly-owned subsidiary of PLX, Oxford Semiconductor, Inc. (“Oxford”) and VantagePoint Venture Partners IV (Q), L.P., in its capacity as stockholder representative, entered into an Amendment (“Amendment”) to the Agreement and Plan of Merger dated December 15, 2008 (the “Merger Agreement”).  A copy of the Amendment is filed herewith as Exhibit 2.1 and is incorporated herein by reference.

Item 2.01                      Completion of Acquisition or Disposition of Assets.

 On January 2, 2009, PLX completed the acquisition of Oxford pursuant to the terms of the Merger Agreement, as amended.  A copy of the Merger Agreement is filed as Exhibit 2.1 to the Form 8-K filed by PLX on December 19, 2008 and is incorporated herein by reference.

 A copy of the press release dated as of January 5, 2009 announcing the consummation of the transactions contemplated by the Merger Agreement is filed herewith as Exhibit 99.1.

Item 9.01                      Financial Statements and Exhibits.

 The following exhibits are being furnished with this Current Report on Form 8-K:

Exhibit Number           Description

____________          _________

2.1 Amendment to the Agreement and Plan of Merger dated January 2, 2009 by and among PLX Technology, Inc., Osprey Acquisition Sub, Inc., Oxford Semiconductor, Inc. and VantagePoint Venture Partners IV (Q), L.P., as stockholder representative.

99.1 Press Release of PLX Technology, Inc. dated as of January 5, 2009.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PLX TECHNOLOGY, INC.

(the Registrant)

By:    /s/ ARTHUR WHIPPLE

         ---------------------------------

        Arthur Whipple

        Chief Financial Officer

Dated:  January 6, 2009

EXHIBIT INDEX

Exhibit Number           Description

____________          _________

2.1 Amendment to the Agreement and Plan of Merger dated January 2, 2009 by and among PLX Technology, Inc., Osprey Acquisition Sub, Inc., Oxford Semiconductor, Inc. and VantagePoint Venture Partners IV (Q), L.P., as stockholder representative.

99.1 Press Release of PLX Technology, Inc. dated as of January 5, 2009.

EX-2.1

Exhibit 2.1

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

By and Among

PLX Technology, Inc.,

as the Purchaser,

Osprey Acquisition Sub, Inc.,

as the Merger Sub,

Oxford Semiconductor, Inc.,

as the Company,

and

VantagePoint Venture Partners IV (Q), L.P.,

as the Stockholder Representative

Dated January 2, 2009

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into this 2nd day of January, 2009, by and among PLX Technology, Inc., a Delaware corporation (the “Purchaser”), Osprey Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (the “Merger Sub”), Oxford Semiconductor, Inc., a Delaware corporation (the “Company”), and VantagePoint Venture Partners IV (Q), L.P., a Delaware limited partnership, solely in its capacity as the representative of the Stockholders (the “Stockholder Representative”).

WHEREAS, the Purchaser, Merger Sub, the Company and the Stockholder Representative entered into the Agreement and Plan of Merger on December 15, 2008 (the “Merger Agreement”) and except as otherwise set forth in this Amendment, capitalized terms used herein shall have the meanings set forth in the Merger Agreement;

WHEREAS, Section 10.3 of the Merger Agreement provides that the Merger Agreement may be amended in a written document signed by each party to the Merger Agreement to be bound by such amendment and that an amendment signed by the Stockholder Representative is binding upon and effective against each Stockholder regardless of whether such Stockholder signs such amendment;

WHEREAS, the parties to the Merger Agreement desire to amend the Merger Agreement as set forth herein; and

WHEREAS, the respective boards of directors of the Purchaser, Merger Sub and the Company have authorized and approved this Amendment:

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1

AMENDMENTS

The parties to the Agreement agree that the Merger Agreement shall be amended and modified as follows:

1.1           Section 2.1(a)(ii) of the Merger Agreement is deleted in its entirety and the following inserted in its place:

“'Escrow Amount' means the product obtained by multiplying (x) the Escrow Shares by (y) the Weighted Average Escrow Share Price."

1.2           Section 2.1(a)(iii) of the Merger Agreement is deleted in its entirety and the following inserted in its place:

“'Escrow Shares"  means 900,000 of shares of Purchaser Common Stock having a deemed value per share equal to the Weighted Average Escrow Share Price, which shares will be deposited with the Escrow Agent at the Closing pursuant to Section 1.2(c)(ivv), and released from, the Escrow Fund in accordance with this Agreement and the Escrow Agreement and as provided in the Final Merger Consideration Allocation Schedule pursuant to Section 2.3(a) hereof.”

1.3           Section 2.1(b)(i)(A) of the Merger Agreement is deleted in its entirety and the following inserted in its place:

“(A)           a number of shares of Purchaser Common Stock equal to the product of (x) the Series B Pro-Rata multiplied by (y) the product of (1) the Series B Allocation multiplied by (2) the Closing Disbursement;”

1.4           Section 2.1(b)(ii)(A) of the Merger Agreement is deleted in its entirety and the following inserted in its place:

“(A)           a number of shares of Purchaser Common Stock equal to the product of (x) the Series A Pro-Rata multiplied by (y) the product of (1) the Series A Allocation multiplied by (2) the Closing Disbursement;”

1.5           Section 2.1(b)(iii)(A) of the Merger Agreement is deleted in its entirety and the following inserted in its place:

“(A)           a number of shares of Purchaser Common Stock equal to the product of (x) Participating Common Pro-Rata multiplied by (y) the product of (1) the Common Share Allocation multiplied by (2) the Closing Disbursement;”

1.6           Section 2.3(e) of the Merger Agreement is deleted in its entirety and the following inserted in its place:

“(e)           Termination of Exchange Fund.  Any portion of the Exchange Fund which remains undistributed on the date that is 180 days after the Effective Time will be delivered to the Purchaser, provided that the Purchaser provides prior written notification to the Stockholder Representative of the delivery to Purchaser, and any holder of a Certificate who has not previously complied with this Section 2.3 will be entitled to receive, upon demand, only from the Purchaser, disbursement of its claim for the Merger Consideration.”

1.7           Section 9.3(g) of the Merger Agreement is deleted in its entirety and the following inserted in its place:

“(g)           Any indemnification of the Purchaser Indemnified Parties pursuant to this Article 9 will be effected, at the binding election of the Stockholder Representative to be made no later than two Business Days following a final determination of the indemnifiable Losses hereunder, by either (i) wire transfer of immediately available funds to an account designated by the Purchaser (in which case the number of Escrow Shares equal to such cash amount, with a deemed value equal to the Weighted Average Escrow Share Price, will be released to the Stockholder Representative for distribution to the Stockholders), or (ii) the return of all or a portion of the Shares received by the Stockholders, whether held in the Escrow Fund or otherwise, with each Share having a deemed value equal to the Weighted Average Escrow Share Price, in each event in proportion to the Merger Consideration payable to them pursuant to this Agreement.

1.8           Section 9.6(c) of the Merger Agreement is deleted in its entirety and the following inserted in its place:

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   "(c)           The Stockholders will not be liable for any Loss under this Article 9 or otherwise, and the Purchaser Indemnified Parties may not seek indemnification from the Stockholders pursuant to Section 9.1 for any Loss, (i) if the aggregate amount of such Losses exceeds the amount then available in the Escrow Fund for such purpose, it being understood and agreed that the initial sources for the Purchaser Indemnified Parties to recover Losses for which they may be entitled under this Article 9 or otherwise will be to set off, recover and retain such Losses from the Escrow Fund; provided, however, that at such time and only to the extent that the Losses for which the Purchaser Indemnified Parties may seek indemnification under Section 9.1(a) relate to a breach of a Company Excluded Representation exceed the amount of the Escrow Fund, the Purchaser Indemnified Parties will have the right to recover such remaining Losses in excess of the Escrow Fund from each Stockholder on an individual and several basis (and not jointly as to or with any other Stockholder) in an amount not to exceed such Stockholder’s Escrow Payment Percentage multiplied by the amount of such remaining Losses; (ii) with respect to each Stockholder, in excess of the aggregate amount of the Merger Consideration actually paid to or on behalf of such Stockholder (including any Escrow Shares, whether held in the Escrow Fund or otherwise, except to the extent such Escrow Shares have been delivered to the Purchaser to satisfy an indemnification obligation hereunder); or (iii) arising out of any breach of this Agreement by the Company of which such Purchaser Indemnified Party had actual knowledge prior to the date of this Agreement.  Such indemnification by the individual Stockholder will be payable at such Stockholder’s election in accordance with Section 9.3 hereof (i) in cash or (ii) return of all or a portion of the number of  Shares of the Purchaser’s Common Stock received as Merger Consideration, with each share of stock having a deemed value equal to the Weighted Average Escrow Share Price; provided, however, in no event in either (i) or (ii) in an amount greater than the amount of actual Losses, net of any amounts paid from the Escrow Fund; provided, further, that, to the extent that any portion of such Merger Consideration is deposited into an escrow account or similar arrangement pursuant to the Stockholder Matters Agreement, such escrow account or similar arrangement will provide for the automatic release of the applicable portion of such Merger Consideration for the benefit of the applicable Purchaser Indemnified Party upon demand and otherwise in accordance herewith.  Notwithstanding any other provision of this Agreement, the Losses of the Purchaser Indemnified Parties will not include, and no Purchaser Indemnified Party may seek to recover indemnification or other relief for, consequential damages, lost profits or exemplary or punitive damages (unless exemplary or punitive damages are incurred by a Purchaser Indemnified Party as a result of a third-party claim and pursuant to a final and nonappealable Order).

1.9           Exhibit A to the Merger Agreement is amended to add the following, in alphabetical order:

“'Weighted Average Escrow Share Price' means the per share price of a share of Purchaser Common Stock equal to the quotient of (i) 560,000 shares of Purchaser Common Stock times the Purchaser Closing Stock Price, plus 340,000 shares of Purchaser Common Stock times $4.18 per share; (ii) divided by 900,000 shares of Purchaser Common Stock.”

ARTICLE 2

GENERAL PROVISIONS

2.1           Amendment.  This Amendment may not be amended, supplemented or otherwise modified except in a written document signed by each party to be bound by the amendment and that identifies itself as an amendment to this Amendment.  Any amendment of this Amendment signed by the Stockholder Representative is binding upon and effective against each Stockholder regardless of whether or not such Stockholder has in fact signed such amendment.

2.2           Entire Agreement.  This Amendment constitutes the entire agreement among the parties with regard to the subject matter hereof and supersedes any prior understandings, agreements or representations by or among the parties, or any of them, written or oral, with respect to the subject matter of this Amendment.  Except as specifically amended or modified by this Amendment, the Merger Agreement shall remain in full force and effect.

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2.3           Assignment and Successors.  This Amendment binds and benefits the parties and their respective heirs, executors, administrators, successors and assigns, except that the Company may not assign any rights under this Amendment without the prior written consent of the Purchaser.  Nothing expressed or referred to in this Amendment will be construed to give any third party or other Person, other than the parties to this Agreement (including the Stockholders), any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Amendment except such rights as may inure to a successor or permitted assignee under this Section 2.3.

2.4Severability.  If any provision of this Amendment is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Amendment are not affected or impaired in any way and the parties agree to negotiate in good faith to replace such invalid, illegal and unenforceable provision with a valid, legal and enforceable provision that achieves, to the greatest lawful extent under this Amendment, the economic, business and other purposes of such invalid, illegal or unenforceable provision.

2.5Interpretation.  The language used in this Amendment is the language chosen by the parties to express their mutual intent, and no provision of this Amendment will be interpreted for or against any party because that party or its attorney drafted the provision.

2.6         Governing Law.  The internal laws of the State of Delaware (without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any other jurisdiction)govern all matters arising out of or relating to this Amendment and all of the transactions it contemplates, including its validity, interpretation, construction, performance and enforcement and any disputes or controversies arising therefrom.

2.7          Counterparts.  The parties may execute this Amendment in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement.  This Amendment is effective upon delivery of one executed counterpart from each party to the other parties.  The signatures of all parties need not appear on the same counterpart.  The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

“Company”

OXFORD SEMICONDUCTOR, INC., a Delaware corporation

By:                     /s/ William Schroeder

Name:                      William S. Schroeder

Title:                        President and CEO

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

“Purchaser”

PLX TECHNOLOGY, INC., a Delaware corporation

By:                   /s/ Ralph H. Schmitt

Name:                    Ralph H. Schmitt

Title:                      President and CEO

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

“Merger Sub”

OSPREY ACQUISITION SUB, INC., a Delaware corporation

By:                   /s/ Ralph H. Schmitt                                                                   

Name:                   Ralph H. Schmitt

Title:                     President and CEO

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

“Stockholder Representative”

VANTAGEPOINT VENTURE PARTNERS IV (Q) , L.P., solely for the purposes related to the Stockholder Representative as set forth herein

By:                   /s/ Alan E. Salzman

Name:                    Alan E. Salzman

Title:                      Managing Member

EX-99.1

Exhibit 99.1

PLX Technology Closes Acquisition of Oxford Semiconductor

Completion of Acquisition Blends Two Worldwide Market Leaders in

Interconnect, Consumer-Focused I/O Technology

Sunnyvale, Calif. – January 5, 2009 – PLX Technology, Inc. [NASDAQ: PLXT], a leading global supplier of PCI Express® (PCIe®) switch and bridge silicon, today announced it has closed its acquisition of Oxford Semiconductor, Inc., a privately held fabless provider of industry-leading silicon and software for the consumer and small office/home office (SOHO) storage markets, on January 2, 2009.

"We're pleased with the speed and efficiency of the acquisition's completion, as it will expedite our providing both PLX's and Oxford's worldwide customer bases with a broad, cohesive array of market-leading interconnect and consumer-focused I/O solutions," said Ralph Schmitt, CEO at PLX. "We're looking forward to those customers and our shareholders realizing the long-term benefits of PLX and Oxford becoming a single entity."

Established in 1992, Oxford Semiconductor has been providing reliable, high-performance silicon and software solutions to interconnect digital systems, including PCIe, USB, FireWire, Ethernet, SATA and eSATA. Oxford's unaudited revenues for the first nine months of 2008 were $29 million. Oxford's corporate headquarters are located in Milpitas, California, with most of its employees based in Oxford's design center in Abingdon, United Kingdom.

PLX Technology has acquired all of the outstanding shares of capital stock of Oxford Semiconductor in exchange for 5,600,000 shares of common stock of PLX, and a promissory note in the aggregate principal amount of $14,200,000 that will be satisfied by either the issuance of an additional 3,400,000 shares of common stock of PLX upon approval of the PLX stockholders, or the repayment of the principal amount of the note by June 30, 2009, if such stockholder approval is not obtained. PLX intends to hold a special meeting of stockholders to vote upon the issuance of PLX shares in satisfaction of the note.

About PLX

PLX Technology, Inc. (www.plxtech.com), based in Sunnyvale, Calif., USA, is the world's leading supplier of PCI Express and other standard I/O interconnect semiconductors to the communications, server, storage, embedded-control and consumer markets. The company provides a competitive advantage through an integrated combination of experience, high-performance silicon, hardware and software design tools, and global partnerships. These innovative solutions enable its customers to develop equipment with industry-leading performance, scalability and reliability that allows them to bring designs to market faster.

About Oxford

Whether transferring data from a consumer product to a storage device or backing-up and protecting data, Oxford Semiconductor is at the very heart of secure, reliable, robust storage systems for today's connected digital lifestyle. Established in 1992, the company provides a broad range of semiconductor hardware and software solutions that enable seamless device-to-device interconnectivity. Headquartered in California's Silicon Valley, the company has design centers in Abingdon, UK, and Singapore, as well as sales support offices worldwide. For more information visit www.oxsemi.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This release includes statements that qualify as forward-looking statements under the Private Securities Litigation Reform Act of 1995. These include statements about the future synergies between PLX and Oxford, the creation of products that combine the intellectual property and industry knowledge of Oxford and PLX, the convergence of PLX's business and Oxford's business, and the calling of a special meeting of the stockholders of PLX. Such statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in the statements. Factors that could cause actual results to differ materially include risks and uncertainties, such as unanticipated changes in technology trends, difficulties in integrating Oxford's business with PLX's business, adverse economic conditions in general or those specifically affecting PLX's or Oxford's markets, technical difficulties and delays in the development process. All forward-looking statements are made as of today, and the Company assumes no obligation to update such statements.

PLX Technology and the PLX Technology logo are registered trademarks of PLX Technology, Inc. All other product names that appear in this material are for identification purposes only and are acknowledged to be trademarks or registered trademarks of their respective companies. Other names and brands may be claimed as the property of others.

Editorial contact:                                                                                                                                          Company contact:

Jerry Steach                                                                                                                                                 Arthur O Whipple, CFO

CommonGround Communications (for PLX)                                                                                         PLX Technology, Inc.

Tel: 415.222.9996                                                                                                                                       Tel: 408.774.9060

jsteach@plxtech.com                                                                                                                        ;            investor-relations@plxtech.com