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): October 25, 2010

(October 25, 2010)

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

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

               (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 2.02      RESULTS OF OPERATIONS AND FINANCIAL CONDITION

               On October 25, 2010, PLX Technology Inc., a Delaware corporation (the "Company"), issued a press release announcing financial results for the third quarter 2010.

               The press release issued on October 25, 2010, by the Company is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

The following exhibit is being filed with this Current Report on Form 8-K:

Exhibit Number       Description

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

     99.1                      Press Release, dated as of October 25, 2010, announcing PLX Technology's financial results for the third quarter 2010.

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:  October 25, 2010

EX-99.1

Exhibit 99.1

PLX TECHNOLOGY, INC. REPORTS THIRD QUARTER 2010 FINANCIAL RESULTS

Third Quarter Results

·   Record Revenue of $30.2M – 40 Percent Growth Year-on-Year

·   Record PCI Express Revenue of $14M – 89 Percent Growth Year-on-Year

·   Operating Income Improves to $2.6M – Up From a Loss of $2.0M Year-on-Year

·   Production Shipments on First USB 3.0 Storage Product

·   Teranetics Acquisition Significantly Increases Data Center Opportunity

SUNNYVALE, Calif. – Oct. 25, 2010 – PLX Technology, Inc. (NASDAQ: PLXT) today announced revenues of $30.2 million and net income of $1.1 million, or $0.03 per share (diluted) for the third quarter, ended Sept. 30, 2010.

“Our quarterly revenue exceeded $30M for the first time in the company’s history, fueled by continued growth and record sales of PCI Express products,” said Ralph Schmitt, president and CEO of PLX Technology. “Market-leading data center customers drove PCI Express Gen 2 switch revenue up by 17 percent. We also saw our first production shipments of our new USB 3.0 storage and our 7800 family of network-attached storage products for use in the home.”

GAAP Financial Comparison

(in millions, except per share amount)

	Quarterly Results							Year to Date
		Q3 2010		Q3 2009			Q2 2010		2010		2009
Net revenues	$	30.2	$	21.6		$	29.7	$	88.8	$	56.2
Operating expense	$	15.3	$	14.2		$	15.6	$	45.6	$	49.1
Operating income (loss)	$	2.6	$	(2.0	)	$	1.9	$	6.2	$	(17.9	)
Net income (loss)	$	1.1	$	(1.9	)	$	1.7	$	4.3	$	(21.4	)
Earnings (loss) per share (diluted)	$	0.03	$	(0.05	)	$	0.04	$	0.11	$	(0.61	)

Non-GAAP Financial Comparison

(in millions, except per share amount)

	Quarterly Results							Year to Date
		Q3 2010		Q3 2009			Q2 2010		Q3 2010		Q3 2009
Net revenues	$	30.2	$	21.6		$	29.7	$	88.8	$	56.2
Operating expense	$	13.8	$	13.0		$	14.5	$	42.0	$	41.1
Operating income (loss)	$	4.1	$	(0.8	)	$	3.0	$	9.8	$	(9.8	)
Net income (loss)	$	2.7	$	(0.7	)	$	2.8	$	8.0	$	(13.3	)
Earnings (loss) per share (diluted)	$	0.07	$	(0.03	)	$	0.07	$	0.20	$	(0.39	)

Non-GAAP results exclude share-based compensation, including employee stock ownership plan (ESOP) expenses, amortization of acquired intangibles, and acquisition and restructuring related expenses.

Product Information and Strategic Direction

“We announced the strategic acquisition of a well-recognized 10GBase-T Ethernet PHY leader, Teranetics, during the third quarter, increasing our markets served, as well as our penetration into the data center,” said Schmitt.  “This combination will allow us to leverage customer relationships and technology leadership in each company’s respective space to expand the reach as a combined organization.  With the continued growth and convergence of interconnect technologies in the data center, we now have a significant position in what we believe will be the two dominant high-speed IO standards well into the future.”

This strategic acquisition and new partnerships broaden the revenue landscape for the company. The following significant events were publicly announced during the third quarter:

·   Acquisition of Teranetics, 10GBase-T PHY leader

·   Demonstration of the world’s first PCI Express 3.0 switches running over optical cable at the Intel Developer Forum

·   Announcement of new USB 3.0 DAS devices passing the SuperSpeed USB compliance testing

·   Fujitsu’s selection of PLX’s USB Duet technology for its Lifebook personal computers

·   New partnerships with inXtron, Paragon Software and Tuxera Inc. that strengthen PLX’s high-performance NAS portfolio and software capabilities

Business Outlook

The following statements are based on current expectations.  The company does not intend to update, confirm or change this guidance until its fourth-quarter 2010 earnings release, although it may provide additional details regarding its guidance during today’s scheduled conference call.

·   Net revenues for the fourth quarter ending Dec. 31, 2010, are expected to be between $28 million and $31 million.

·   Gross margins are expected to be approximately 57 percent.

·   Operating expense will include spending for R&D and SG&A of approximately $19.9 million, charges for stock-based compensation of approximately $400,000, acquisition-related costs of approximately $400,000 and amortization of acquired intangibles before Teranetics of approximately $650,000.  The amortization of acquired intangibles for Teranetics is dependent upon acquisition accounting which will be completed during the fourth quarter.

PLX management plans to conduct a conference call and webcast today at 3:00 p.m. (PDT) to discuss its third quarter 2010 financial results, as well as its fourth quarter 2010 outlook.  A live webcast of the conference call will be available through the Investor Relations section of the PLX Website at www.plxtech.com/investors, which also can be heard live via telephone at 719.457.2644.  A recorded replay of this webcast will be available on the PLX website beginning at 6:00 p.m. (PDT) on October 25, 2010, through 6:00 p.m. (PDT) on November 1, 2010.  To listen to the replay via telephone, call 719.457.0820 and use access code 1145974.

For the live webcast, listeners should go to the PLX website at least 15 minutes before the event starts to download and install any necessary audio software.

About PLX

PLX Technology, Inc. (NASDAQ: PLXT), based in Sunnyvale, Calif., USA, is an industry-leading global provider of semiconductor-based connectivity solutions primarily targeting the enterprise and consumer markets.  The Company provides manufacturers worldwide with innovative software-enriched silicon through feature differentiation, high-quality interoperability and superior performance. www.plxtech.com.

Use of Non-GAAP Financial Information

To supplement PLX’s financial statements presented on a GAAP basis, PLX has provided non-GAAP financial information, including non-GAAP net income (loss), non-GAAP earnings (loss) per share (diluted), non-GAAP operating income (loss) and non-GAAP operating expenses.  These non-GAAP results exclude share-based compensation, including ESOP expenses, acquisition and restructuring-related charges, and amortization of acquired intangibles. A reconciliation of the adjustments to GAAP results is included in the tables below.  Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to PLX investors for informational and comparative purposes.  In addition, certain non-GAAP financial information is used intern ally by management to evaluate and manage the company.  The non-GAAP financial information used by PLX may differ from that used by other companies.  These non-GAAP measures should be considered in addition to, and not a substitute for, the results prepared in accordance with GAAP.

Safe Harbor Statement

This press release includes statements that qualify as forward-looking statements under the Private Securities Litigation Reform Act of 1995.  These include statements about the Company’s estimated net revenues, estimated operating expenses and estimated gross margins, which are set forth under the heading “Business Outlook” and the statements regarding the Company’s expectations for the fourth quarter.  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 reduced demand for products of electronic equipment manufacturers that use the Company’s products, adverse economic conditions in general or those specifically affecting the Company’s markets, technical difficulties and delays in the development process, errors in the products, reduced backlog for the Company’s customers and unexpected expenses.  Please refer to the documents filed by the Company with the SEC from time to time, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2009, and PLX’s quarterly reports on Form-10Q for the quarters ended March 31, 2010, and June 30, 2010, which identifies important risk factors that could cause actual results to differ from those contained in the forward-looking statements.  All forward-looking statements are made as of today, and the Company assumes no obligation to update such statements.

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.

Investor Relations contact:	Company contact:
Leslie Green	Arthur O Whipple, CFO
Green Communications (for PLX)	PLX Technology, Inc.
Tel: 650.312.9060	Tel: 408.774.9060
leslie@greencommunicationsllc.com	investor-relations@plxtech.com

Editorial contact: 

Jerry Steach

CommonGround Communications (for PLX)    

Tel: 415.222.9996      

jsteach@plxtech.com

PLX TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)

				Three Months Ended					Nine Months Ended
	September 30			September 30			June 30		September 30
	2010			2009			2010		2010		2009
Net revenues	$	30,234		$	21,559		$	29,721	$	88,774	$	56,194
Cost of revenues		12,307			9,420			12,232		37,010		25,007
Gross margin		17,927			12,139			17,489		51,764		31,187
Operating expenses:
Research and development		7,605			7,550			8,234		23,392		24,023
Selling, general and administrative		6,570			5,608			6,701		19,734		19,587
Acquisition and restructuring related costs		510			171			-		510		2,900
Amortization of purchased intangible assets		648			854			649		1,945		2,562
Total operating expenses		15,333			14,183			15,584		45,581		49,072
Income (loss) from operations		2,594			(2,044	)		1,905		6,183		(17,885	)
Interest income and other, net		(1	)		149			48		108		314
Loss on fair value assessment		-			-			-		-		(3,842	)
Income (loss) before provision for income taxes		2,593			(1,895	)		1,953		6,291		(21,413	)
Provision for income taxes		1,445			(41	)		264		1,948		(6	)
Net income (loss)	$	1,148		$	(1,854	)	$	1,689	$	4,343	$	(21,407	)
Basic net income (loss) per share	$	0.03		$	(0.05	)	$	0.05	$	0.12	$	(0.61	)
Shares used to compute basic per share amounts		37,098			37,005			37,081		37,068		35,195
Diluted net income (loss) per share	$	0.03		$	(0.05	)	$	0.04	$	0.11	$	(0.61	)
Shares used to compute diluted per share amounts		37,683			37,005			37,884		37,795		35,195

PLX TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands)

	September 30			December 31
	2010			2009
ASSETS
Cash and investments	$	43,132		$	40,015
Accounts receivable, net		12,921			9,167
Inventories		14,168			9,628
Property and equipment, net		11,452			10,856
Goodwill		1,367			1,367
Other intangible assets		3,695			5,640
Other assets		5,711			7,347
Total assets	$	92,446		$	84,020
LIABILITIES
Accounts payable	$	7,320		$	6,489
Accrued compensation and benefits		3,256			1,261
Accrued commissions		729			740
Other accrued expenses		2,249			1,657
Short term capital lease obligation		1,131			776
Long term capital lease obligation		295			1,098
Total liabilities		14,980			12,021
STOCKHOLDERS' EQUITY
Common stock, par value		37			37
Additional paid-in capital		155,098			153,939
Accumulated other comprehensive loss		(122	)		(87	)
Accumulated deficit		(77,547	)		(81,890	)
Total stockholders' equity		77,466			71,999
Total liabilities and stockholders' equity	$	92,446		$	84,020

PLX TECHNOLOGY, INC.

RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION (1)

(Unaudited)

(in thousands, except per share amounts)

(not prepared in accordance with GAAP)

				Three Months Ended						Nine Months Ended
	September 30			September 30			June 30			September 30
	2010			2009			2010			2010			2009
Net Income Reconciliation
GAAP Net Income (Loss)	$	1,148		$	(1,854	)	$	1,689		$	4,343		$	(21,407	)
Acquisition and restructuring related costs		510			171			-			510			2,900
Share-based compensation		386			170			463			1,195			2,630
Amortization of purchased intangible assets		648			854			649			1,945			2,562
Non-GAAP Net Income (Loss)	$	2,692		$	(659	)	$	2,801		$	7,993		$	(13,315	)
Earnings Per Share Reconciliation
GAAP Diluted Income (Loss) Per Share	$	0.03		$	(0.05	)	$	0.04		$	0.11		$	(0.61	)
Effect of acquisition and restructuring related costs		0.01			-			-			0.01			0.08
Effect of share-based compensation		0.01			-			0.01			0.03			0.07
Effect of amortization of purchased intangible assets		0.02			0.02			0.02			0.05			0.07
Non-GAAP Diluted Income (Loss) Per Share	$	0.07		$	(0.03	)	$	0.07		$	0.20		$	(0.39	)
Operating Income Reconciliation
GAAP Operating Income (Loss)	$	2,594		$	(2,044	)	$	1,905		$	6,183		$	(17,885	)
Share-based compensation - COGS		8			6			10			25			85
Share-based compensation - R&D		155			62			165			464			766
Share-based compensation - SG&A		223			102			288			706			1,779
Acquisition and restructuring related costs		510			171			-			510			2,900
Amortization of purchased intangible assets		648			854			649			1,945			2,562
Non-GAAP Operating Income (Loss)	$	4,138		$	(849	)	$	3,017		$	9,833		$	(9,793	)
Operating Expense Reconciliation
GAAP Operating Expenses	$	15,333		$	14,183		$	15,584		$	45,581		$	49,072
Share-based compensation - R&D		(155	)		(62	)		(165	)		(464	)		(766	)
Share-based compensation - SG&A		(223	)		(102	)		(288	)		(706	)		(1,779	)
Acquisition and restructuring related costs		(510	)		(171	)		-			(510	)		(2,900	)
Amortization of purchased intangible assets		(648	)		(854	)		(649	)		(1,945	)		(2,562	)
Non-GAAP Operating Expenses	$	13,797		$	12,994		$	14,482		$	41,956		$	41,065

1 Refer to " Use of Non-GAAP Financial Information" in the press release for a discussion of management's use of non-GAAP financial measures.

PLX TECHNOLOGY, INC.

SUPPLEMENTAL DATA

(Unaudited)

	Three Months Ended									Nine Months Ended
	September 30			September 30			June 30			September 30
	2010			2009			2010			2010			2009
Net Revenues by Geography
Americas		20	%		15	%		19	%		18	%		18	%
Asia Pacific		68	%		76	%		72	%		72	%		72	%
Europe		12	%		9	%		9	%		10	%		10	%