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PLXT > SEC Filings for PLXT > Form 8-K on 27-May-2009All Recent SEC Filings

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Form 8-K for PLX TECHNOLOGY INC


27-May-2009

Unregistered Sale of Equity Securities, Financial Statements and Exhibits


Item 3.02. Unregistered Sales of Equity Securities.

On December 15, 2008, PLX Technology, Inc. ("PLX") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Osprey Acquisition Sub, Inc., a wholly-owned subsidiary of PLX, Oxford Semiconductor, Inc. ("Oxford") and VantagePoint Venture Partners IV (Q), L.P., in its capacity as stockholder representative. On January 2, 2009, PLX completed the acquisition of Oxford pursuant to the terms of the Merger Agreement, as amended.

Pursuant to the Merger Agreement, PLX acquired all of the outstanding shares of capital stock of Oxford in exchange for 5,600,000 shares of common stock of PLX and a promissory note in the principal amount of $14,200,000 (the "Note") that will be satisfied by either (i) the issuance of an additional 3,400,000 shares of common stock of PLX (the "Note Satisfaction Shares") upon approval of PLX's stockholders, or (ii) the repayment of the principal amount of the Note if such stockholder approval is not obtained by June 30, 2009.

PLX convened a special meeting of its stockholders for the purpose of voting on the approval of the issuance of the Note Satisfaction Shares on May 22, 2009 (the "Special Meeting"), at which meeting the stockholders approved such issuance. The Note Satisfaction Shares are being issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Act") by reason of Section 4(2) thereof and/or Regulation D promulgated under the Act. PLX intends to file a registration statement on Form S-3 covering the resale into the public market of the Note Satisfaction Shares.

On May 27, 2009, PLX issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing the stockholder approval of the issuance of the Note Satisfaction Shares. The press release is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

The following exhibits are being furnished with this Current Report on Form 8-K:

Exhibit Number       Description
____________      _________

99.1                 Press Release dated May 27, 2009.


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