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): May 22, 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))

Item 3.02.                      Unregistered Sales of Equity Securities.

On December 15, 2008, PLX Technology, Inc. (“PLX”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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.  On January 2, 2009, PLX completed the acquisition of Oxford pursuant to the terms of the Merger Agreement, as amended. 

Pursuant to the Merger Agreement, PLX acquired all of the outstanding shares of capital stock of Oxford in exchange for 5,600,000 shares of common stock of PLX and a promissory note in the principal amount of $14,200,000 (the “Note”) that will be satisfied by either (i) the issuance of an additional 3,400,000 shares of common stock of PLX (the “Note Satisfaction Shares”) upon approval of PLX’s stockholders, or (ii) the repayment of the principal amount of the Note if such stockholder approval is not obtained by June 30, 2009.

PLX convened a special meeting of its stockholders for the purpose of voting on the approval of the issuance of the Note Satisfaction Shares on May 22, 2009 (the “Special Meeting”), at which meeting the stockholders approved such issuance.  The Note Satisfaction Shares are being issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Act”) by reason of Section 4(2) thereof and/or Regulation D promulgated under the Act.  PLX intends to file a registration statement on Form S-3 covering the resale into the public market of the Note Satisfaction Shares.

On May 27, 2009, PLX issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing the stockholder approval of the issuance of the Note Satisfaction Shares. The press release is incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits

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

Exhibit Number             Description

____________            _________

99.1                                 Press Release dated May 27, 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)
Dated:  May 27, 2009	By:	/s/ ARTHUR O. WHIPPLE
		Arthur O. Whipple
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number             Description

____________            _________

99.1                                 Press Release dated May 27, 2009.

EX-99.1

Exhibit 99.1

PLX TECHNOLOGY, INC. ANNOUNCES CONVERSION OF

OXFORD ACQUISITION NOTE

SUNNYVALE, Calif. – (May 27, 2009) – PLX Technology, Inc. (NASDAQ: PLXT) today announced the approval of the issuance of 3.4 million shares of the Company’s common stock to satisfy the $14.2 million principal balance of the promissory note the Company issued in connection with its acquisition of Oxford Semiconductor, Inc.

On Friday, May 22, 2009, the Company held a special meeting of shareholders to vote on the issuance of 3.4 million shares of PLX® common stock to satisfy the note for the Oxford acquisition, which was completed January 2, 2009.  The issuance of the 3.4 million common shares was approved with 99.6 percent of the voted shares in favor of the conversion.  After the issuance of the 3.4 million shares of common stock, the total outstanding shares of common stock will be approximately 37.0 million.

About PLX

PLX Technology, Inc. (www.plxtech.com), based in Sunnyvale, Calif., USA, is a leading global supplier of high-performance, feature-rich, system-interconnect semiconductors, SoC and software solutions for the communications, storage, server, compute, embedded-control, and consumer markets. The Company provides a competitive advantage through an integrated combination of experience, innovative silicon, powerful designtools, and synergetic global partnerships. These unmatched PLX solutions are based on established technologies including PCI Express, USB, SATA, Ethernet, and FireWire that enable our customers to develop equipment with industry-leading performance, scalability, security, and reliability, and bring their designs to market faster.

PLX and the PLX logo are trademarks of PLX Technology, Inc., which may be registered in some jurisdictions.  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.

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