8-K/A 1 plx_body8k-a.htm PLX TECHNOLOGY INC. FORM 8K-A plx_body8k-a.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

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.
 (Exact Name of Registrant as Specified in its Charter)


DELAWARE
 (State or Other Jurisdiction of Incorporation)


    000-25699                                    94-3008334
              (Commission File Number)                      (I.R.S. Employer Identification No.)


870 W. Maude Avenue, Sunnyvale, California 94085
 (Address of Principal Executive Offices) (Zip Code)


(408) 774-9060
 (Registrant's telephone number, including area code)


Not Applicable
 (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))
 
1

 
Explanatory Note
 
On January 6, 2009, PLX Technology, Inc. (“PLX” or the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting the completion of its previously announced acquisition of Oxford Semiconductor, Inc. (“Oxford”).  This amendment  to the Initial Form 8-K amends and supplements the Initial Form 8-K to provide the required financial statements and pro forma financial information that were not filed with the Initial Form 8-K and that are permitted to be filed by this amendment.

Item 9.01 Financial Statements and Exhibits.

(a)           Financial Statements of Business Acquired

The Audited Financial Statements of Oxford as of December 31, 2008 and for the year then ended and accompanying notes are included as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b)           Pro Forma Financial Information

The following Unaudited Pro Forma Condensed Combined Financial Statements of PLX are included as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference:

i.  
Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2008
ii.  
Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2008
iii.  
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

(d) Exhibits

The following exhibits are being furnished with this Current Report on Form 8-K/A:
 
Exhibit No.
 
Description
     
2.1
 
Agreement and Plan of Merger, by and among PLX Technology, Inc., Osprey Acquisition Sub, Inc., Oxford Semiconductor, Inc. and VantagePoint Venture Partners IV (Q), L.P., as stockholder representative, and amendment thereto, respectively filed as Exhibits 2.1 to the Company’s Form 8-K, filed on December 19, 2008, and January 6, 2009, and incorporated herein by reference.
     
23.1
 
Consent of Independent Accountants
     
99.1
 
Audited Financial Statements of Oxford as of December 31, 2008 and for the year then ended.
     
99.2
 
Unaudited Pro Forma Combined Condensed Financial Statements of PLX as of December 31, 2008 and for the year then ended and notes thereto
 
2

 
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.
 
           
Dated:  March 18, 2009
 
By:_______________________
     
Arthur O. Whipple
 
     
Chief Financial Officer
 
 
3

 
EXHIBIT INDEX


Exhibit No.
 
Description
     
2.1
 
Agreement and Plan of Merger, by and among PLX Technology, Inc., Osprey Acquisition Sub, Inc., Oxford Semiconductor, Inc. and VantagePoint Venture Partners IV (Q), L.P., as stockholder representative, and amendment thereto, respectively filed as Exhibits 2.1 to the Company’s Form 8-K, filed on December 19, 2008, and January 6, 2009, and incorporated herein by reference.
     
23.1
 
Consent of Independent Accountants
     
99.1
 
Audited Financial Statements of Oxford as of December 31, 2008 and for the year then ended.
     
99.2
 
Unaudited Pro Forma Combined Condensed Financial Statements of PLX as of December 31, 2008 and for the year then ended and notes thereto
 
4