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 28, 2008
(July 28, 2008)


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 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):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 28, 2008, PLX Technology Inc., a Delaware corporation (the "Company"), issued a press release announcing financial results for the second quarter 2008.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

On July 28, 2008, PLX Technology Inc., a Delaware corporation (the "Company"), issued a press release announcing financial results for the second quarter 2008.

The press release issued on July 28, 2008, by the Company is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(c) Exhibits.

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

Exhibit Number	Description
99.1	Press Release, dated as of July 28, 2008, announcing PLX Technology’s financial results for the second quarter 2008.

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 28, 2008

EX-99.1

Exhibit 99.1

PLX Technology, Inc. Reports Second-Quarter 2008 Financial Results

• PCI Express Revenue Increased 85 Percent Year over Year, 12 Percent Sequentially
• Production Shipments of Gen 2 Products Expected in Q3’08

SUNNYVALE, Calif.--(BUSINESS WIRE)--PLX Technology, Inc. (NASDAQ:PLXT) today announced financial results for the second quarter ended June 30, 2008.

“In the second quarter, our PCI Express product line drove revenue growth,” said Michael Salameh, PLX® chief executive officer. “Our $11.9 million of revenue in this product line was 85 percent above that of last year’s second quarter, and up 12 percent sequentially. We also continued to lay the foundation for future long-term growth in PCI Express. We started sampling new PCI Express Gen 2 chips, in addition to the five we launched in the fourth quarter of 2007. We expect production shipments of these new Gen 2 products to start as soon as the third quarter of 2008.

“Since we started marketing our PCI Express chips in 2004, we have shipped samples or development systems to more than 900 different customers, about 30 percent above the number of customers this time last year. This includes the more than 75 customers for our Gen 2 chips. We are very encouraged by the continued growth of the customer base and design pipeline, and expect it to drive expansion of this product line for several years.”

For the second quarter ended June 30, 2008, PLX reported net revenues of $23.4 million, an 18 percent increase from the $19.8 million reported in the second quarter ended June 30, 2007, and a three percent increase from the $22.8 million reported in the first quarter ended March 31, 2008.

GAAP net loss for the second quarter ended June 30, 2008, was $75,000, or $0.00 per share (diluted). This compares with a net loss of $82,000, or a loss of $0.00 per share (diluted), in the second quarter ended June 30, 2007, and net income of $1.1 million, or $0.04 per share (diluted), in the first quarter ended March 31, 2008.

The Company’s gross margin for the second quarter ended June 30, 2008, was 59.3 percent, a`s compared with 58.9 percent for the second quarter ended June 30, 2007, and 60.8 percent for the first quarter ended March 31, 2008.

GAAP operating expenses were $14.1 million for the second quarter ended June 30, 2008. This compares with $12.6 million reported in the second quarter of 2007 and $13.2 million in the first quarter of 2008. Included in GAAP operating expenses were stock-based compensation expense and acquisition-related amortization expense of $1.1 million in the second quarter of 2008, $1.6 million in the second quarter of 2007 and $1.1 million in the first quarter of 2008.

The Company’s balance sheet remained strong. At June 30, 2008, cash and investments decreased by $4.1 million to $42.5 million, from $46.6 million at December 31, 2007, due to the repurchase of approximately 882,000 shares of PLX common stock for $6.0 million.

Business Outlook

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

• Net revenues for the third quarter ended September 30, 2008, are expected to be between $20.5 million and $21.5 million, with approximately 43 percent of total net revenues attributable to PCI Express products.
• Gross margins are expected to be approximately 60 percent.
• Operating expenses under GAAP are expected to be approximately $12.9 million. Included in operating expenses are share-based compensation and acquisition related amortization which are expected to be approximately $1.0 million.

PLX management plans to conduct a conference call today at 2:00 p.m. PDT to discuss its second-quarter financial results, as well as its third-quarter outlook. A live Webcast of the conference call will be available through the Investor Relations section of the PLX Website at www.plxtech.com/investors, which also can be heard live via telephone at 913.312.0684. A recorded replay of this Webcast will be available on the PLX Website beginning 5:00 p.m. PDT on July 28, 2008, through 5:00 p.m. (PDT) on August 4, 2008. To listen to the replay via telephone, call 719.457.0820 and use access code 4307690.

For the live Webcast, listeners should go to the PLX Web site at least 15 minutes before the event starts to download and install any necessary audio software. The archived Webcast is typically available one to two hours after the end of the live call.

About PLX

PLX Technology, Inc. (www.plxtech.com), based in Sunnyvale, Calif., USA, is the world’s leading supplier of PCI Express and other standard I/O interconnect semiconductors to the communications, server, storage, embedded-control, and consumer markets. The company provides a competitive advantage through an integrated combination of experience, high-performance silicon, hardware and software design tools, and global partnerships. These innovative solutions enable PLX customers to develop equipment with industry-leading performance, scalability and reliability that allows them to bring designs to market faster.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This release includes statements that qualify as forward-looking statements under the Private Securities Litigation Reform Act of 1995. These include statements about the Company’s estimated revenues, estimates of revenues attributable to certain products, estimated expenses, and estimated gross margins for the third quarter of 2008, which are set forth under the caption “Business Outlook,” statements regarding the PCI Express product lines and statements regarding the anticipated shipment date of the Gen 2 PCI Express products. Such statements involve risks and uncertainties, which may cause actual results to differ materially from those set forth in the statements. Factors that could cause actual results to differ materially include risks and uncertainties, such as reduced demand for products of electronic equipment manufacturers which include the Company’s products, adverse economic conditions in general or those specifically affecting the Company’s markets, reduced acceptance of the Company’s PCI Express products, technical difficulties and delays in the development process, errors in the products, reduced backlog for the Company’s customers and unexpected expenses. Please refer to the documents filed by the Company with the SEC from time to time, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2007 and PLX’s quarterly report on Form 10-Q for the quarter ended March 31, 2008, 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.

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.

PLX TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
	Three Months Ended								Six Months Ended June 30
	June 30 2008			June 30 2007			March 31 2008			2008		2007
Net revenues	$	23,350		$	19,764		$	22,755	$	46,105	$	38,404
Cost of revenues		9,492			8,118			8,912		18,404		15,381
Gross margin		13,858			11,646			13,843		27,701		23,023
Operating expenses:
Research and development		7,791			6,143			6,498		14,289		11,885
Selling, general and administrative		6,063			6,061			6,453		12,516		12,231
Amortization of purchased intangible assets		202			357			241		443		797
Total operating expenses		14,056			12,561			13,192		27,248		24,913
Income (loss) from operations		(198	)		(915	)		651		453		(1,890	)
Interest income and other, net		376			607			488		864		1,181
Income (loss) before provision for income taxes		178			(308	)		1,139		1,317		(709	)
Provision (benefit) for income taxes		253			(226	)		77		330		(355	)
Net income (loss)	$	(75	)	$	(82	)	$	1,062	$	987	$	(354	)
Basic net income (loss) per share	$	(0.00	)	$	(0.00	)	$	0.04	$	0.03	$	(0.01	)
Shares used to compute basic per share amounts		28,213			28,674			28,707		28,402		28,660
Diluted net income (loss) per share	$	(0.00	)	$	(0.00	)	$	0.04	$	0.03	$	(0.01	)
Shares used to compute diluted per share amounts		28,213			28,674			28,867		28,561		28,660

PLX TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
		June 30			December 31
			2008			2007 (1)
		(unaudited)
	ASSETS
	Cash and investments	$	42,522		$	46,563
	Accounts receivable, net		10,466			10,534
	Inventories		8,708			7,422
	Property and equipment, net		29,846			29,798
	Goodwill		34,692			34,541
	Other intangible assets		1,134			1,577
	Other assets		7,543			5,365
	Total assets	$	134,911		$	135,800
	LIABILITIES
	Accounts payable	$	5,639		$	4,447
	Accrued compensation and benefits		2,347			2,237
	Accrued commissions		540			652
	Other accrued expenses		894			572
	Total liabilities		9,420			7,908
	STOCKHOLDERS' EQUITY
	Common stock, par value		28			29
	Additional paid-in capital		131,184			134,503
	Accumulated other comprehensive loss		(150	)		(82	)
	Accumulated deficit		(5,571	)		(6,558	)
	Total stockholders' equity		125,491			127,892
	Total liabilities and stockholders' equity	$	134,911		$	135,800
(1) Derived from audited financial statements

PLX TECHNOLOGY, INC.
SUPPLEMENTAL DATA
(Unaudited)
	Three Months Ended										Six Months Ended June 30
			June 30 2008			June 30 2007			March 31 2008			2008			2007
Net Revenues by Geography
Americas			35	%		29	%		28	%		31	%		31	%
Asia Pacific			54	%		61	%		59	%		57	%		58	%
Europe			11	%		10	%		13	%		12	%		11	%
	Share-Based Compensation
	(in thousands)
	Three Months Ended										Six Months Ended June 30
			June 30 2008			June 30 2007			March 31 2008			2008			2007
Manufacturing		$	15		$	13		$	18		$	33		$	31
Research and development			351			422			403			754			954
Selling, general and administrative			595			777			464			1,059			1,379
		$	961		$	1,212		$	885		$	1,846		$	2,364

CONTACT:
CommonGround Communications (for PLX)
Jerry Steach, 415-222-9996
jsteach@plxtech.com
or
PLX Technology, Inc.
Arthur O. Whipple, CFO, 408-774-9060
investor-relations@plxtech.com