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): December 27, 2012

(December 21, 2012)

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

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               (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 21, 2012, PLX Technology, Inc. (the “Company”) announced the appointment of David Raun, age 50, to the position of President and Chief Executive Officer, effective immediately.   On December 21, 2012, Mr. Raun was also appointed to the Board of Directors (the "Board") of the Company.

Prior to Mr. Raun’s appointment as President and Chief Executive Officer, he had served as our interim President and Chief Executive Officer since October 2012 and, prior to that appointment, as our Senior 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 Mr. Raun's appointment is attached to this report as Exhibit 99.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 21, 2012, the Board approved an amendment to Sections 3.1 of the Amended and Restated Bylaws of the Company to expand the number of directors of the corporation to eight (8) directors.  This amendment was undertaken in connection with the appointment of Mr. Raun to the Board. A copy of the amendment is attached as exhibit 3.1 and the above description of the amendment is qualified in its entirety by reference to the full text of amendment as set forth in exhibit 3.1.

Item 9.01 Financial Statements and Exhibits

 (d) Exhibits

Exhibit Number	Description
3.1	Amendment to Amended and Restated Bylaws of PLX Technology, Inc.
99.1	Press Release, dated as of December 21, 2012, announcing the appointment of David Raun as the Company's president and chief executive officer.

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

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        Arthur Whipple

        Chief Financial Officer

Dated:  December 27, 2012

EX-3.1

Exhibit 3.1

AMENDMENT TO

AMENDED AND RESTATED BYLAWS OF

PLX TECHNOLOGY, INC.

The Amended and Restated Bylaws of PLX Technology, Inc. (the “Bylaws”) are hereby amended, as of December 21, 2012, as follows:

1.  The first paragraph of Section 3.1 of the Bylaws is hereby amended and restated in its entirety to read as follows:

The number of directors of the corporation shall not be less than four (4) nor more than eight (8) until changed by amendment of the Certificate of Incorporation or by a Bylaw amending this Section 3.1 duly adopted by the vote or written consent of holders of a majority of the outstanding shares or by the Board of Directors. The exact number of  directors shall be fixed from time to time, within the limits specified in the Certificate of Incorporation or in this Section 3.1, by a bylaw or amendment thereof duly adopted by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares entitled to vote, or by the Board of Directors. Subject to the foregoing provisions for changing the number of directors, the number of directors of the corporation has been fixed at eight (8).

2. Except as set forth above, the Bylaws shall remain in full force and effect.

 CERTIFICATE OF CORPORATE SECRETARY

 The undersigned, being the duly elected Corporate Secretary of PLX Technology, Inc., a Delaware corporation, hereby certifies that the above Amendment to the Bylaws was duly adopted by the Board of Directors of said corporation on December 21, 2012.

/s/ Arthur Whipple

Arthur Whipple

Corporate Secretary

EX-99.1

Exhibit 99.1

PLX Technology Board Appoints David K. Raun as President, CEO

Raun Also Added to the Board of Directors

SUNNYVALE, Calif. -- Dec. 21, 2012 -- PLX Technology, Inc. (PLX®) (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 named David K. Raun as its president and chief executive officer.  The appointment is effective immediately and includes a position on the company’s board of directors.  Mr. Raun had previously been identified by the board in its succession planning, was serving as interim president and CEO, and has held multiple senior executive leadership positions at PLX since 2004.

“We are excited to appoint David Raun as CEO and director of PLX,” said James Guzy, chairman of the board at PLX.  “Dave has demonstrated outstanding leadership for many years at PLX and especially during his time as interim CEO.  Despite the uncertainty caused by the protracted IDT merger process which just terminated, employees are excited about the company direction, attrition remains low, product execution is on track and the company continues to successfully advance its PCI Express initiative with its customers.  Under Dave’s leadership, PLX divested unprofitable businesses, a step that reduced annual operating expenses by about $20M, greatly improved the cash balance, and laid the foundation for consistent profitability.  Dave has deep knowledge of our customers, our employees, our sales and distribution channels, and our competitive environment.  PLX is in the first stages of deploying its unique ExpressFabric strategy, and Dave has the leadership skills, market insight and company knowledge to successfully drive this initiative.”

“I am honored the board has selected me to this role and I am committed to making PLX a profitable stand-alone company providing increased shareholder value,” said David Raun, president and CEO, PLX.  “I am very excited about PLX’s prospects as an independent company and eager to lead this terrific group of people in retaining and growing our PCI Express leadership position.  Our broad portfolio of Gen 3 switches drove record design activity this past year throughout the data center.  We have a solid foundation for long term growth, profitability and positive cash flow.”

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.  Visit PLX on plxtech.com, Facebook, Twitter and YouTube.

Safe Harbor Statement

This press release includes forward-looking statements.  These include statements regarding our anticipated expense reductions, the company being profitable and cash flow positive, growing PCI Express leadership position and long term growth.  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; reduced backlog for PLX’s customers and unexpected expenses.  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.

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Investor Relations Contact:

Leslie Green

Green Communications (for PLX)

(650) 312-9060

leslie@greencommunicationsllc.com

Editorial Contact:

Jerry Steach

CommonGround Communications (for PLX)

(415) 222-9996

jsteach@plxtech.com

PLX Technology Contact:

David Hurd

Communication Director

(408) 328-3594

dhurd@plxtech.com