0000921895-12-000470.txt : 20120308 0000921895-12-000470.hdr.sgml : 20120308 20120308091638 ACCESSION NUMBER: 0000921895-12-000470 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20120308 DATE AS OF CHANGE: 20120308 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56235 FILM NUMBER: 12676006 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BALCH HILL CAPITAL LLC CENTRAL INDEX KEY: 0001130337 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2778 GREEN ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94123 BUSINESS PHONE: 4154747055 MAIL ADDRESS: STREET 1: 2778 GREEN ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94123 SC 13D/A 1 sc13da108762002_03072012.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D sc13da108762002_03072012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

PLX Technology, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

693417107
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 7, 2012
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 693417107
 
1
NAME OF REPORTING PERSON
 
Balch Hill Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,312,870
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,312,870
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,312,870
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 693417107
 
1
NAME OF REPORTING PERSON
 
Balch Hill Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,312,870
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,312,870
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,312,870
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 693417107
 
1
NAME OF REPORTING PERSON
 
Simon J. Michael
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
15,000
8
SHARED VOTING POWER
 
4,312,870
9
SOLE DISPOSITIVE POWER
 
15,000
10
SHARED DISPOSITIVE POWER
 
4,312,870
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,327,870
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
IN
 
 
4

 
CUSIP NO. 693417107
 
1
NAME OF REPORTING PERSON
 
Martin Colombatto
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
-0-**
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
-0-**
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN
 
**See Item 5.

 
5

 
CUSIP NO. 693417107
 
1
NAME OF REPORTING PERSON
 
Michael Cornwell
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
13,836
8
SHARED VOTING POWER
 
-0-**
9
SOLE DISPOSITIVE POWER
 
13,836
10
SHARED DISPOSITIVE POWER
 
-0-**
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,836**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN
 
**See Item 5.

 
6

 
CUSIP NO. 693417107
 
1
NAME OF REPORTING PERSON
 
Robert R. Herb
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
-0-**
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
-0-**
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN
 
**See Item 5.

 
7

 
CUSIP NO. 693417107
 
1
NAME OF REPORTING PERSON
 
Mark Schwartz
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
-0-**
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
-0-**
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN
 
**See Item 5.

 
8

 
CUSIP NO. 693417107
 
1
NAME OF REPORTING PERSON
 
Dilip Singh
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
-0-**
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
-0-**
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN
 
**See Item 5.

 
9

 
CUSIP NO. 693417107
 
1
NAME OF REPORTING PERSON
 
Bernard Xavier
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
-0-**
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
-0-**
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-**
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN
 
**See Item 5.

 
10

 
CUSIP NO. 693417107
 
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by Balch Hill Partners, L.P., Balch Hill Capital, LLC and Simon J. Michael on February 7, 2012 (the “Schedule 13D”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 1.
Security and Issuer.
 
Item 1 is hereby amended and restated to read as follows:
 
This statement relates to the common stock, par value $0.001 per share (the “Shares”), of PLX Technology, Inc. (the “Issuer”).  The address of the principal executive offices of the Issuer is 807 W. Maude Avenue, Sunnyvale, California 94085.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended and restated to read as follows:
 
 
(a)
This statement is filed by:
 
 
(i)
Balch Hill Partners, L.P., a Delaware limited partnership (the “Partnership”);
 
 
(ii)
Balch Hill Capital, LLC, a Delaware limited liability company (“Balch Hill”), an investment adviser registered with the Securities and Exchange Commission (“SEC”) and who serves as the general partner of, and investment adviser to, the Partnership;
 
 
(iii)
Simon J. Michael (“Mr. Michael”), who serves as the sole manager of Balch Hill and is a nominee for election to the Board of Directors of the Issuer (the “Board”);
 
 
(iv)
Martin Colombatto (“Mr. Colombatto”), a nominee for election to the Board;
 
 
(v)
Michael Cornwell (“Mr. Cornwell”), a nominee for election to the Board;
 
 
(vi)
Robert R. Herb (“Mr. Herb”), a nominee for election to the Board;
 
 
(vii)
Mark Schwartz (“Mr. Schwartz”), a nominee for election to the Board;
 
 
(viii)
Dilip Singh (“Mr. Singh”), a nominee for election to the Board; and
 
 
(ix)
Bernard Xavier (“Mr. Xavier”), a nominee for election to the Board.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of the Partnership, Balch Hill and Mr. Michael is PO Box 7775, San Francisco, California 94120.  Mr. Colombatto’s principal business address is 4130 Calle Isabella, San Clemente, California 92672.  Mr. Cornwell’s principal business address is c/o Pure Storage, 650 Castro Street, Suite 400, Mountain View, California 94041.  Mr. Herb’s principal business address is c/o Scale Venture Partners, 950 Tower Lane, Suite 700, Foster City, California 94404.  Mr. Schwartz’s principal business address is c/o Fabrinet, 4104 24th Street, #345, San Francisco, California 94114.  Mr. Singh’s principal business address is 333 NE 21st Avenue, Apt. 1110, Deerfield Beach, Florida 33441.  Mr. Xavier’s principal business address is c/o Modesat, 10815 Rancho Bernardo Road Suite 102, San Diego, California 92127.
 
 
11

 
CUSIP NO. 693417107
 
(c)           The principal business of the Partnership is investing in securities.  The principal business of Balch Hill is serving the general partner of, and investment adviser to, the Partnership.  The principal occupation of Mr. Michael is serving as the sole manager of Balch Hill.  The principal occupation of Mr. Colombatto is serving as a director of each of ClariPhy Communications, Inc. and Luxtera Corp.  The principal occupation of Mr. Cornwell is serving as Director of Technology & Strategy of Pure Storage.  The principal occupation of Mr. Herb is serving as a Venture Partner of Scale Venture Partners.  The principal occupation of Mr. Schwartz is serving as Executive Vice President of Fabrinet.  The principal occupation of Mr. Singh is serving as an executive telecom consultant.  The principal occupation of Mr. Xavier is serving as Chief Executive Officer of Modesat.
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           The Partnership and Balch Hill are organized under the laws of the State of Delaware.  Messrs. Michael, Colombatto, Cornwell, Herb, Schwartz, Singh and Xavier are each citizens of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 4,312,870 Shares owned directly by the Partnership is approximately $21,291,380, including brokerage commissions.  Such Shares were acquired with the working capital of the Partnership.
 
The aggregate purchase price of the 15,000 Shares owned directly by Mr. Michael is approximately $23,456, including brokerage commissions.  Such Shares were acquired with Mr. Michael’s personal funds.
 
The aggregate purchase price of the 13,836 Shares owned directly by Mr. Cornwell is approximately $37,954, excluding brokerage commissions.  Such Shares were acquired with Mr. Cornwell’s personal funds.
 
The Partnership effects purchases of securities through a margin account maintained for it with a prime broker.  The Partnership has never used, and does not intend to use, margin credit, though the Partnerships prime broker does have the ability to extend margin credit to the Partnership.   The purchased security positions held in the Partnerships margin accounts are occasionally used as collateral security for other positions, primarily equity and option short positions, which do require collateral.
 
 
12

 
CUSIP NO. 693417107
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On March 7, 2012, the Partnership delivered a letter to the Issuer nominating Martin Colombatto, Michael Cornwell, Robert R. Herb, Simon J. Michael, Mark Schwartz, Dilip Singh and Bernard Xavier (together, the “Nominees”), as set forth therein, for election to the Board at the Issuer’s 2012 annual meeting of stockholders (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”).  The Reporting Persons intend to engage in discussions with management, the Board and stockholders of the Issuer regarding the nomination of directors at the Annual Meeting and the composition of the Issuer’s Board generally.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engage in communications with management and the Board of the Issuer concerning Board composition, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, including in connection with the solicitation of proxies for the election of directors at the Annual Meeting, making proposals to the Issuer concerning changes to the capitalization, ownership structure, business strategy or prospects, board structure, operations or the sale or merger of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 44,550,936 Shares outstanding as of September 30, 2011, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2011.
 
As of the close of business on March 7, 2012, the Partnership beneficially owned 4,312,870 Shares, constituting approximately 9.7% of the Shares outstanding.  By virtue of their relationships with the Partnership discussed in further detail in Item 2, each of Balch Hill and Mr. Michael may be deemed to beneficially own the Shares beneficially owned by the Partnership.
 
As of the close of business on March 7, 2012, Mr. Michael directly owned 15,000 Shares, constituting less than one percent of the Shares outstanding.
 
As of the close of business on March 7, 2012, Mr. Cornwell directly owned 13,836 Shares constituting less than one percent of the Shares outstanding.
 
None of Messrs. Colombatto, Herb, Schwartz, Singh and Xavier directly owns any Shares.
 
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons.  The filing of this Amendment No. 1 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own, except to the extent of his or its pecuniary interest therein.
 
 
13

 
CUSIP NO. 693417107
 
(b)           Each of the Partnership, Balch Hill and Mr. Michael have shared voting and dispositive power over the Shares owned directly by the Partnership.  Mr. Michael has sole voting and dispositive power over the Shares he owns directly.  Mr. Cornwell has sole voting and dispositive power over the Shares he owns directly.
 
(c)           No Reporting Person has entered into any transactions in the Shares since the filing of the Schedule 13D.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
(e)           Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On March 7, 2012, the Reporting Persons entered into a Joint Filing and Solicitation Agreement pursuant to which, among other things, (i) they agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer, (ii) they agreed to solicit proxies or written consents for the election of the Nominees to the Board at the Annual Meeting (the “Solicitation”), and (iii) the Partnership agreed to pay directly all pre-approved expenses incurred in connection with the Solicitation.  A copy of the Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Pursuant to letter agreements, the Partnership has agreed to indemnify Messrs. Colombatto, Cornwell, Herb, Schwartz, Singh and Xavier against any and all claims of any nature arising from the Solicitation and any related transactions.  A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
The Partnership has agreed to compensate Messrs. Colombatto, Cornwell, Herb, Schwartz, Singh and Xavier for being named as and serving as nominees for election as directors of the Issuer pursuant to letter agreements (the “Compensation Letter Agreements”).  Under the Compensation Letter Agreements, the Partnership has agreed to pay each of Messrs. Colombatto, Cornwell, Herb, Schwartz, Singh and Xavier (i) $5,000 in cash upon submission of the Nomination Letter to the Issuer and (ii) $5,000 in cash upon the filing of a definitive proxy statement with the SEC relating to a solicitation of proxies in furtherance of Messrs. Colombatto, Cornwell, Herb, Schwartz, Singh and Xavier’s election as directors of the Issuer at the Annual Meeting.  Pursuant to the Compensation Letter Agreements, each of Messrs. Colombatto, Cornwell, Herb, Schwartz, Singh and Xavier agreed to use after-tax proceeds from such compensation to acquire securities of the Issuer (the “Nominee Shares”).  If elected or appointed to serve as a director of the Board, each of Messrs. Colombatto, Cornwell, Herb, Schwartz, Singh and Xavier agreed not to sell, transfer or otherwise dispose of any Nominee Shares within two years of their election or appointment as a director; provided, however, in the event that the Issuer enters into a business combination with a third party, each of Messrs. Colombatto, Cornwell, Herb, Schwartz, Singh and Xavier may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.  A form of the Compensation Letter Agreements is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
 
 
14

 
CUSIP NO. 693417107
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Joint Filing and Solicitation Agreement by and among Balch Hill Partners, L.P., Balch Hill Capital, LLC, Simon J. Michael, Martin Colombatto, Michael Cornwell, Robert R. Herb, Mark Schwartz, Dilip Singh and Bernard Xavier, dated March 7, 2012.
 
 
99.2
Form of Indemnification Letter Agreement.
 
 
99.3
Form of Compensation Letter Agreement.
 
 
99.4
Powers of Attorney.
 
 
15

 
CUSIP NO. 693417107
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  March 8, 2012

 
Balch Hill Partners, L.P.
   
 
By:
Balch Hill Capital, LLC
General Partner
   
 
By:
/s/ Simon J. Michael
   
Name:
Simon J. Michael
   
Title:
Manager


 
Balch Hill Capital, LLC
   
 
By:
/s/ Simon J. Michael
   
Name:
Simon J. Michael
   
Title:
Manager


 
/s/ Simon J. Michael
 
Simon J. Michael
 
Individually and as attorney-in-fact for Martin Colombatto, Michael Cornwell, Robert R. Herb, Mark Schwartz, Dilip Singh and Bernard Xavier

 
16

 
EX-99.1 2 ex991to13da108762002_030712.htm JOINT FILING AND SOLICITATION AGREEMENT ex991to13da108762002_030712.htm
Exhibit 99.1
 
JOINT FILING AND SOLICITATION AGREEMENT
 
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of PLX Technology, Inc., a Delaware corporation (the “Company”);
 
WHEREAS, Balch Hill Partners, L.P., a Delaware limited partnership (the “Partnership”), Balch Hill Capital, LLC, a Delaware limited liability company (“Balch Hill”), Simon J. Michael, Martin Colombatto, Michael Cornwell, Robert R. Herb, Mark Schwartz, Dilip Singh and Bernard Xavier wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2012 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2012 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.
 
NOW, IT IS AGREED, this 7th day of March 2012 by the parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
 
2.           So long as this Agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company, or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.
 
3.           Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Partnership to the Board at the 2012 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
 
4.           The Partnership shall have the right to pre-approve all expenses incurred in connection with the Group’s activities set forth in Section 3 and agrees to pay directly all such pre-approved expenses.
 
5.           Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Balch Hill or its representatives.
 
6.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws.
 
 
 

 
 
7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
8.           Any legal action or proceeding arising out of the provisions of this Agreement or the parties’ investment in the Company shall be brought and determined in any Delaware state court, or United States District Court sitting in the State of Delaware, and any appellate court thereof.
 
9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ prior written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.
 
10.           Each party acknowledges that Olshan shall act as counsel for both the Group and Balch Hill and its affiliates relating to their investment in the Company.
 
11.           Each of the undersigned hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
 
 
2

 
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
 
 
Balch Hill Partners, L.P.
   
 
By:
Balch Hill Capital, LLC
General Partner
   
 
By:
/s/ Simon J. Michael
   
Name:
Simon J. Michael
   
Title:
Manager


 
Balch Hill Capital, LLC
   
 
By:
/s/ Simon J. Michael
   
Name:
Simon J. Michael
   
Title:
Manager


 
/s/ Simon J. Michael
 
Simon J. Michael

 
 
/s/ Martin Colombatto
 
Martin Colombatto

 
 
/s/ Michael Cornwell
 
Michael Cornwell

 
 
/s/ Robert R. Herb
 
Robert R. Herb

 
 
/s/ Mark Schwartz
 
Mark Schwartz

 
 
/s/ Dilip Singh
 
Dilip Singh

 
 
/s/ Bernard Xavier
 
Bernard Xavier

 
EX-99.2 3 ex992to13da108762002_030712.htm FORM OF INDEMNIFICATION LETTER AGREEMENT ex992to13da108762002_030712.htm
Exhibit 99.2
 
BALCH HILL PARTNERS, L.P.
2778 Green Street
San Francisco, CA 94123
 
_________, 2012
 
 
 
___________________
___________________
___________________
 
Re:           PLX Technology, Inc.
 
Dear:
 
Thank you for agreeing to serve as a nominee for election to the Board of Directors of PLX Technology, Inc., a Delaware corporation (the “Company”), in connection with the proxy solicitation that Balch Hill Partners, L.P. (the “Partnership”) and certain of its affiliates are considering undertaking to nominate and elect directors at the Company’s 2012 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”).  Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders.  This letter will set forth the terms of our agreement.
 
The Partnership agrees to indemnify and hold you harmless against any and all claims of any nature arising from the Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions, provision to the Partnership of false or misleading information (including false or misleading information on any questionnaire you are requested to complete by the Partnership), or material breach of the terms of this letter agreement; provided further, that the indemnification and other obligations hereunder shall terminate upon your becoming a director of the Company.  This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing for or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a “Loss”).
 
In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Partnership prompt written notice of such claim or Loss (provided that failure to promptly notify the Partnership shall not relieve the Partnership from any liability which it may have on account of this letter agreement, except to the extent the Partnership shall have been materially prejudiced by such failure).  Upon receipt of such written notice, the Partnership will provide you with counsel to represent you.  Such counsel shall be reasonably acceptable to you.  In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.
 
 
 

 
 
The Partnership may not enter into any settlement of any Loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such Loss or claim.  Notwithstanding anything to the contrary set forth in this letter agreement, the Partnership shall not be responsible for any fees, costs or expenses of separate legal counsel retained by you without the Partnership’s prior written approval.  In addition, you agree not to enter into any settlement of any Loss or claim without the written consent of the Partnership, which consent will not be unreasonably withheld.
 
You hereby agree to keep confidential and not disclose to any party, without the consent of the Partnership, any confidential, proprietary or non-public information (collectively, “Information”) that you have heretofore obtained or may obtain in connection with the Solicitation or your service as a nominee hereunder.  Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Partnership or its affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.
 
Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Partnership so that the Partnership or any of its representatives may seek a protective order or other appropriate remedy or, in the Partnership’s sole discretion, waive compliance with the terms of this letter agreement.  In the event that no such protective order or other remedy is obtained or the Partnership does not waive compliance with the terms of this letter agreement, you may consult with counsel at the cost of the Partnership and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.
 
All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Partnership and, upon the request of a representative of the Partnership, all such information shall be returned or, at the Partnership’s option, destroyed by you, with such destruction confirmed by you to the Partnership in writing.
 
This letter agreement shall be governed by the laws of the State of Delaware, without regard to the principles of the conflicts of laws thereof.
 
 
 

 
 
This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

 
Very truly yours,
   
   
 
BALCH HILL PARTNERS, L.P.
   
 
By:
Balch Hill Capital, LLC, its general partner
     
 
By:
/s/ Simon J. Michael
   
Name:
Simon J. Michael
   
Title:
Manager


 
ACCEPTED AND AGREED:
 
   
   
   
   
[NOMINEE]
 

 
EX-99.3 4 ex993to13da108762002_030712.htm FORM OF COMPENSATION LETTER AGREEMENT ex993to13da108762002_030712.htm
Exhibit 99.3
 
BALCH HILL PARTNERS, L.P.
2778 Green Street
San Francisco, CA 94123

_________, 2012
 
 
 
___________________
___________________
___________________
 


Dear:
 
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of Balch Hill Partners, L.P. (the “Partnership”) for election as a director of PLX Technology, Inc., a Delaware corporation (the “Company”), at the Company’s 2012 annual meeting of stockholders (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”).
 
In consideration of your agreement to be named and serve as nominee of the Partnership for election as a director of the Company at the Annual Meeting, the undersigned hereby agrees to pay you (i) $5,000 in cash upon the Partnership submitting a letter to the Company nominating you for election as a director of the Company (with such payment to be made as soon as reasonably practicable after you have been nominated) and (ii) $5,000 in cash upon the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (the “Proxy Statement”) by the Partnership relating to a solicitation of proxies in favor of your election as a director of the Company at the Annual Meeting.  You hereby agree to use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Company (the “Nominee Shares”) at such time that you shall determine, but in any event no later than 14 days after receipt of such compensation; provided, however, in the event you are unable to transact in the securities of the Company due to possession of material non-public information or any other limitation or restriction, you shall have 14 days from the first date that you can transact in the securities of the Company to acquire such securities.  If elected or appointed to serve as a director of the Company, you agree not to sell, transfer or otherwise dispose of any Nominee Shares within two (2) years of your election or appointment as a director; provided, however, in the event that the Company enters into a business combination with a third party, you may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.
 
The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of Delaware, without regard to its principles of conflict of laws, and by applicable laws of the United States.  The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices.  The parties hereto waive trial by jury in respect of any such proceeding.
 
 
 

 
 
This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.
 
This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.
 
 
BALCH HILL PARTNERS, L.P.
   
 
By:
Balch Hill Capital, LLC, its general partner
     
 
By:
/s/ Simon J. Michael
   
Name:
Simon J. Michael
   
Title:
Manager
 
 
 
Accepted and Agreed to:
 
   
   
   
   
[NOMINEE]
 
 
EX-99.4 5 ex994to13da108762002_030712.htm POWERS OF ATTORNEY ex994to13da108762002_030712.htm
Exhibit 99.4
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Simon J. Michael the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of PLX Technology, Inc. (the “Company”) directly or indirectly beneficially owned by Balch Hill Partners, L.P. or any of its affiliates (collectively, the “Balch Hill Group”) and (ii) any proxy solicitation of the Balch Hill Group to elect the Balch Hill Group’s slate of director nominees to the board of directors of the Company at the 2012 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Balch Hill Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”) in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
 
4.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Balch Hill Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of March 2012.
 
   
   
 
/s/ Martin Colombatto
 
MARTIN COLOMBATTO

 
 

 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Simon J. Michael the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of PLX Technology, Inc. (the “Company”) directly or indirectly beneficially owned by Balch Hill Partners, L.P. or any of its affiliates (collectively, the “Balch Hill Group”) and (ii) any proxy solicitation of the Balch Hill Group to elect the Balch Hill Group’s slate of director nominees to the board of directors of the Company at the 2012 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Balch Hill Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”) in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
 
4.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Balch Hill Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of March 2012.
 
   
   
 
/s/ Michael Cornwell
 
MICHAEL CORNWELL
 
 
 

 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Simon J. Michael the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of PLX Technology, Inc. (the “Company”) directly or indirectly beneficially owned by Balch Hill Partners, L.P. or any of its affiliates (collectively, the “Balch Hill Group”) and (ii) any proxy solicitation of the Balch Hill Group to elect the Balch Hill Group’s slate of director nominees to the board of directors of the Company at the 2012 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Balch Hill Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”) in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
 
4.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Balch Hill Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of March 2012.
 
   
   
 
/s/ Robert R. Herb
 
ROBERT R. HERB
 
 
 

 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Simon J. Michael the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of PLX Technology, Inc. (the “Company”) directly or indirectly beneficially owned by Balch Hill Partners, L.P. or any of its affiliates (collectively, the “Balch Hill Group”) and (ii) any proxy solicitation of the Balch Hill Group to elect the Balch Hill Group’s slate of director nominees to the board of directors of the Company at the 2012 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Balch Hill Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”) in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
 
4.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Balch Hill Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of March 2012.
 
   
   
 
/s/ Mark Schwartz
 
MARK SCHWARTZ
 
 
 

 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Simon J. Michael the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of PLX Technology, Inc. (the “Company”) directly or indirectly beneficially owned by Balch Hill Partners, L.P. or any of its affiliates (collectively, the “Balch Hill Group”) and (ii) any proxy solicitation of the Balch Hill Group to elect the Balch Hill Group’s slate of director nominees to the board of directors of the Company at the 2012 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Balch Hill Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”) in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
 
4.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Balch Hill Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of March 2012.
 
   
   
 
/s/ Dilip Singh
 
DILIP SINGH

 
 

 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Simon J. Michael the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of PLX Technology, Inc. (the “Company”) directly or indirectly beneficially owned by Balch Hill Partners, L.P. or any of its affiliates (collectively, the “Balch Hill Group”) and (ii) any proxy solicitation of the Balch Hill Group to elect the Balch Hill Group’s slate of director nominees to the board of directors of the Company at the 2012 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Balch Hill Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”) in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and
 
4. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Balch Hill Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of March 2012.
 
   
   
 
/s/ Bernard Xavier
 
BERNARD XAVIER