0000850579-12-000076.txt : 20121009 0000850579-12-000076.hdr.sgml : 20121008 20121009165510 ACCESSION NUMBER: 0000850579-12-000076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121006 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121009 DATE AS OF CHANGE: 20121009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLX TECHNOLOGY INC CENTRAL INDEX KEY: 0000850579 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943008334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25699 FILM NUMBER: 121135649 BUSINESS ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4087749060 MAIL ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 8-K 1 plx_body8k100912.htm PLX TECHNOLOGY, INC. FORM 8-K plx_body8k100912.htm


 
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 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
(a) On October 9, 2012, PLX Technology, Inc. (the “Company”) announced the resignation of Ralph Schmitt as chief executive officer, effective immediately. Mr. Schmitt served as PLX’s president and chief executive officer since October 2008.  He submitted his resignation to our chairman of the board on October 6, 2012. He will continue to serve as a member of the board of directors.

(b) On October 9, 2012, PLX Technology, Inc. (the “Company”) announced the appointment of David Raun, age 48, to the position of interim President and Chief Executive Officer, effective immediately.

Prior to Mr. Raun’s appointment as interim President and Chief Executive Officer, he served as our Executive Vice President and General Manager of Product Lines since March 2012. Prior to that, he was our Vice President, Marketing and Business Development since May 2007, having served as our Vice President, Marketing since November 2004.  From January 2002 to November 2004, Mr. Raun was Vice President of Marketing at Pericom Semiconductor.  From April 2001 to September 2001, Mr. Raun was Executive Vice President & General Manager at Actovate, a technology-based marketing company.  From September 1989 to November 2000, Mr. Raun worked at Waferscale Integration, Inc., where his last position was Vice President of PSD & Memory Products. From 1985 to 1989, Mr. Raun held various sales, sales management, and marketing positions at AMD. Mr. Raun received a B.S. in Electrical and Computer Engineering from the University of California, Santa Barbara.

    A copy of the press release announcing these changes is attached to this report as Exhibit 99.1.
 
Item 9.01
Financial Statements and Exhibits
 
   (d) Exhibits
 
Exhibit Number    Description
---------------------   ----------------
99.1
Press Release, dated as of October 9, 2012, announcing the resignation of Ralph Schmitt and the appointment of David Raun as interim president and chief executive officer.
 
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).
 
 
 

 
 
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 9, 2012
 

EX-99.1 2 plx_exhibit99-1100912.htm PLX TECHNOLOGY, INC. EXHIBIT 99.1 plx_exhibit99-1100912.htm
Exhibit 99.1

PLX Board Announces Executive Management Change
 
David K. Raun to Replace Ralph H. Schmitt as Interim President and CEO
 
SUNNYVALE, Calif., Oct. 9, 2012 -- PLX Technology, Inc. (NASDAQ: PLXT), a leading global supplier of high-speed connectivity solutions enabling emerging data center architectures, today announced that the PLX® Board of Directors has appointed David K. Raun interim president and CEO, effective immediately, following the Board’s acceptance of the resignation of Ralph H. Schmitt as president and CEO.  Raun has held multiple leadership positions at PLX, including his most recent position as senior executive vice president and general manager.  Schmitt plans to pursue a leadership role at a different company and will stay on the PLX Board of Directors to help with continuity through the expected acquisition of PLX Technology by IDT.
 
“We have made great strides at progressing PLX over the past four years, and I want to thank the team for their relentless pursuit of excellence and being a leader in the markets we serve,” said Schmitt.  “Over this period we have built strong customer relationships that have allowed the company to grow revenues by approximately 45 percent and impact the architecture of data center solutions of the future.  We recently sold our Ethernet and satellite businesses in order to put PLX on a path to profitability.  This will give David a clean platform to work with and I have every confidence in his ability to take PLX into its next exciting chapter.”
 
“On behalf of the Board, I would like to thank Ralph for his dedication and exceptional leadership at PLX,” said James Guzy, PLX’s chairman.  “He has guided the company through challenging economic times while continuing to invest and expand its PCI Express leadership position.  We are pleased that Ralph will stay on with the board and we wish him the best of luck with his next challenge.”
 
“Our succession planning identified David over a year ago to lead PLX in the event of a management change,” said Michael Salameh, PLX’s former CEO and a current PLX board member.  “His tenure with PLX extends back to sampling the first PCI Express devices in late 2004 when he joined the company as the vice president of marketing.  He is not only a proven leader at PLX but also has more than 15 years of experience at the senior executive level in our industry.”
 
“I am honored that the board has asked me to serve as interim CEO for PLX Technology,” said Raun.  “PLX’s core values of winning, integrity, excellence and leadership are demonstrated by the dedication and talent of every employee.  It will be business as usual as we continue to execute to our roadmap and support our greatly valued customer base with leading-edge PCI Express products.  The team is committed and excited to see this continue as we become part of IDT in the future.”
 
About PLX Technology
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.  Visit PLX on plxtech.com, Facebook, Twitter and YouTube.
 
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.
 
Safe Harbor Statement
This press release includes forward-looking statements.  These include statements regarding: our path to profitability, execution of our road map and our future acquisition by IDT.  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 the reduced demand for products of electronic equipment manufacturers that use PLX’s products; adverse economic conditions in general or those specifically affecting PLX’s markets; technical difficulties and delays in the development process; errors in the products; reduced backlog for PLX’s customers and unexpected expenses; uncertainties as to the timing of the proposed transaction with IDT; the risk that the transaction will not close because of a failure to satisfy one or more of the offer closing conditions (including regulatory approvals); the risk that the announcement and pendency of the transaction may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that PLX’s business will have been adversely impacted during the pendency of the transaction; the risk that the expected cost savings and other synergies from the transaction may not be fully realized, realized at all or take longer to realize than anticipated; and other economic, business and competitive factors affecting the businesses of IDT and PLX generally, including those set forth in the filings of  IDT and PLX with the SEC from time to time,.  Please also refer to the documents filed by PLX 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, 2011, and PLX’s quarterly reports on Forms10-Q, which identify 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.
 
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).
 
********************
 
Investor Relations Contact:
Leslie Green
Green Communications (for PLX)
(650) 312-9060
leslie@greencommunicationsllc.com

PLX Technology Contact:
David Hurd
Communication Director
Tel: (408) 328-3594
dhurd@plxtech.com