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): July 6, 2012

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):

[X]  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 Definitive Agreement

PLX Technology, Inc. (the “Company”, or the “Registrant”) has been in the process of designing and developing a digital channel stacking switch chip semiconductor product (the “Product”).  On July 6, 2012, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Entropic Communications, Inc. (the “Purchaser”), pursuant to which the Company completed the sale to the Purchaser of the Product and certain assets exclusively related to the Product (the “Divested Assets”).

The Divested Assets, as more fully described in the Agreement, consist of the rights and interests of the Company and its subsidiaries in and to (i) the Product, including all of the masks and mask works for the Product together with its associated design, layout, code, data, design, test and manufacturing materials that are exclusively used by the Company in connection with the Product, subject to certain specified exclusions, (ii) a Letter of Intent dated June 12, 2009, between Teranetics, Inc., a wholly-owned subsidiary of the Company, and a major satellite television supplier, exclusively relating to development of the Product, (iii) inventory and tangible personal property exclusively related to the Product, (iv) receivables and prepaid expenses exclusively related to the Product, (v) certain software and other Intellectual Property Assets exclusively related to the Product, and (vi) documentation, permits, and books and records exclusively related to the Product.

In consideration for the Divested Assets, at the closing of the transactions contemplated by the Agreement, the Purchaser paid $3 million in cash (less a certain amount for retention bonus payments which may be payable to certain employees of the Company transferred to the Purchaser), and agreed to assume certain liabilities exclusively relating to the Product.  Pursuant to the terms of the Agreement, the Company will also perform certain development services necessary for the Purchaser to achieve full performance compliance of the Product.  In connection with the achievement of certain specified milestones relating to those development services, the Purchaser may be obligated to pay the Company additional amounts of up to $5 million in cash, which may include the payment of $2 million in cash to be deposited in an escrow arrangement to be available to satisfy  post-closing indemnification obligations of the Company.

In connection with the closing of the transactions contemplated by the Agreement, the Company and the Purchaser also entered into (i) a Non-Competition Agreement pursuant to which the Company agreed to certain restrictions regarding competitive activities with respect to the Product and (ii) an Intellectual Property License Agreement (the “Intellectual Property License Agreement”) pursuant to which the Company agreed to license certain intellectual property rights in certain fields relating to the Product that were not assigned pursuant to the Agreement.  In connection with the Intellectual Property License Agreement, the Purchaser paid a one-time licensing fee of $4 million.

Entropic and PLX issued a joint press release on July 11, 2012 announcing the transactions contemplated by the Agreement.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additional Information

    These materials are for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer with respect to the acquisition of the Company will only be made through the prospectus, which is part of the registration statement on Form S-4, which contains an offer to purchase, form of letter of transmittal and other documents relating to the exchange offer, as well as the Tender Offer Statement on Schedule TO (collectively, and as amended and supplemented from time to time, the “Exchange Offer Materials”), each initially filed with the U.S. Securities and Exchange Commission (the “SEC”) by Integrated Device Technology, Inc. (“IDT”) on May 22, 2012. The registration statement has not yet become effective. In addition, the Company filed with the SEC on May 22, 2012 a solicitation/recommendation statement on Schedule 14D-9 (as amended and supplemented from time to time, the “Schedule 14D-9”) with respect to the exchange offer. Investors and security holders are urged to carefully read these documents and the other documents relating to the transactions because these documents contain important information relating to the exchange offer and related transactions. Investors and security holders may obtain a free copy of these documents, as filed with the SEC, and other annual, quarterly and special reports and other information filed with the SEC by IDT or the Company, at the SEC’s website at www.sec.gov. In addition, such materials will be available from IDT or the Company, or by calling Innisfree M&A Incorporated, the information agent for the exchange offer, toll-free at (877) 456-3463 (banks and brokers may call collect at (212) 750-5833).

2

Item 9.01     Financial Statements and Exhibits

(d) Exhibits.

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

Exhibit Number      Description

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

         99.1                 Joint press release, July 11, 2012.

3

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:  July 11, 2012

4

EX-99.1

Exhibit 99.1

Entropic Communications Acquires Direct Broadcast Satellite Intellectual Property from PLX Technology

SAN DIEGO and SUNNYVALE, Calif., July 11, 2012 — Entropic Communications, Inc. (NASDAQ: ENTR), a world leader in semiconductor solutions for the connected home, today announced it acquired specific direct broadcast satellite intellectual property and corresponding technologies from PLX Technology, Inc. (NASDAQ: PLXT), a leading global supplier of high-speed connectivity solutions enabling emerging data center architectures. The purchased assets relate to the design and development of a digital channel stacking switch (dCSS) semiconductor product for up to $8 million. In addition to the asset purchase agreement, Entropic will pay a one-time $4 million licensing fee for intellectual property which is related to the acquired assets.

The acquired assets are complementary to Entropic’s current direct broadcast satellite (DBS) outdoor unit (ODU) product portfolio. The Company anticipates the assets will strengthen its long-range strategic position as the DBS market transitions to Sat-IP (or Sat>IP), where satellite signals are converted to Internet Protocol (IP) and distributed over an IP network to any IP-enabled client device.

“The transaction with PLX provides key technologies that will accelerate our DBS ODU product roadmap,” said Vinay Gokhale, senior vice president, Corporate Development and Strategy at Entropic Communications. “We currently deliver the largest product portfolio for single cable technologies, supporting DBS operators worldwide. We are optimistic our newly acquired assets will provide a path to future-forward technologies, ultimately leading toward highly-integrated products that incorporate broadband capture and IP output.”

“Entropic’s portfolio offers an excellent strategic match for the divesture of our unique digital satellite product,” said David Raun, senior executive vice president and general manager at PLX Technology. “We are extremely pleased that this revolutionary technology, along with a small and talented engineering team, has found a new home, thus allowing us to focus on our core data center products.”

Entropic is currently the market leader with its analog channel stacking switch (CSS) technology. Through this agreement Entropic obtained dCSS technology, which is a key enabler of future products in the DBS market.

In connection with the asset purchase Entropic hired a small engineering team from PLX.

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 develops innovative software-enriched silicon that enables product differentiation, reliable interoperability and superior performance. www.plxtech.com. Follow PLX on Facebook, Twitter and YouTube.

About Entropic Communications

Entropic Communications, Inc. (NASDAQ: ENTR) is a leading global provider of silicon and software solutions to enable connected home entertainment. The Company transforms how traditional HDTV broadcast and streaming video content is seamlessly, reliably, and securely delivered, processed, and distributed into and throughout the home. Entropic's next-generation home connectivity and set-top box system-on-a-chip (SoC) solutions enable Pay-TV service providers to offer consumers a more captivating whole-home entertainment experience by delivering new, high-performing ways to connect, engage, and enjoy multimedia content. For more information, visit Entropic at: www.entropic.com.

Forward-Looking Statements

Statements in this press release that are not strictly historical in nature constitute "forward-looking statements." Such statements include, but are not limited to, statements regarding the anticipated benefits of the proposed acquisition. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Entropic's actual results to be materially different from historical results or from any results expressed or implied by such forward-looking statements. These factors include, but are not limited to, the risk that Entropic will be required to invest substantially more than presently anticipated in order to realize the expected benefits of the acquisition; risks associated with integrating a newly acquired assets and employees into Entropic's existing business; Entropic's reliance on the employees hired in connection with the acquisition and the risk that Entropic will not be able to retain such employees; risk that anticipated benefits of the acquisition will not be realized; technology risks; competition; the risk that the market for DBS ODU solutions may not develop as Entropic anticipates; and other factors discussed in the "Risk Factors" section of Entropic's Annual Report on Form 10-Q for the three months ended March 31, 2012. All forward-looking statements are qualified in their entirety by this cautionary statement. Entropic is providing this information as of the date of this release and does not undertake any obligation to update any forward-looking statements contained in this release as a result of new information, future events or otherwise.

Additional Information about PLX

These materials are for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer with respect to the acquisition of PLX will only be made through the prospectus, which is part of the registration statement on Form S-4, which contains an offer to purchase, form of letter of transmittal and other documents relating to the exchange offer, as well as the Tender Offer Statement on Schedule TO (collectively, and as amended and supplemented from time to time, the “Exchange Offer Materials”), each initially filed with the U.S. Securities and Exchange Commission (the “SEC”) by Integrated Device Technology, Inc. (“IDT”) on May 22, 2012. The registration statement has not yet become effective. In addition, PLX filed with the SEC on May 22, 2012 a solicitation/recommendation statement on Schedule 14D-9 (as amended and supplemented from time to time, the “Schedule 14D-9”) with respect to the exchange offer. Investors and security holders are urged to carefully read these documents and the other documents relating to the transactions because these documents contain important information relating to the exchange offer and related transactions. Investors and security holders may obtain a free copy of these documents, as filed with the SEC, and other annual, quarterly and special reports and other information filed with the SEC by IDT or PLX, at the SEC’s website at www.sec.gov. In addition, such materials will be available from IDT or PLX, or by calling Innisfree M&A Incorporated, the information agent for the exchange offer, toll-free at (877) 456-3463 (banks and brokers may call collect at (212) 750-5833).

Copyright © 2012 Entropic Communications, Inc. All rights reserved. All other product or company names mentioned are used for identification purposes only and may be trademarks of their respective owners.

Entropic Investor Contact:

Debra Hart

+1 858.768.3852

debra.hart@entropic.com

Entropic Media/Industry Analyst Contact:

Chris Fallon

+1 858.768.3827

chris.fallon@entropic.com

PLX Investor Contact:

Leslie Green

Green Communications Consulting, LLC (for PLX)

Tel: (650) 312-9060

leslie@greencommunicationsllc.com

PLX Company Contact:

Arthur O Whipple, CFO

PLX Technology, Inc.

Tel: (408) 774-9060

investor-relations@plxtech.com