SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO _____________
Commission file number 0-25699
PLX Technology, Inc.
(Exact name of Registrant as Specified in its Charter)
870 Maude Avenue
Sunnyvale, California 94085
(Address of Principal Executive Offices including Zip Code)
(408) 774-9060
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $0.001 par value per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 121(b)2 of the Securities Exchange Act of 1934). YES [ X ] NO [ ]
The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant's common stock on June 30, 2004, as reported on The Nasdaq National Market, was approximately $301,480,368. Shares of common stock held by each executive officer and director and by each person who to the registrant's knowledge owns 5% or more of the outstanding voting stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of common stock outstanding at February 23, 2005 was 26,800,473.
DOCUMENTS INCORPORATED BY REFERENCE
PART III OF THIS REPORT ON FORM 10-K INCORPORATES INFORMATION BY REFERENCE FROM THE REGISTRANT'S PROXY STATEMENT FOR ITS 2004 ANNUAL MEETING OF STOCKHOLDERS -- ITEMS 10, 11, 12, 13, AND 14.
EXPLANATORY NOTE
This Amendment to the Registrant's Form 10-K for the year ended December 31, 2004 is being filed to include a revised Consent of Independent Registered Public Accounting Firm as the original exhibit contained a typographical error. The remainder of the Registrant's Form 10-K, previously filed on March 1, 2005, remains unchanged.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
March 2, 2005 | PLX Technology, Inc. by: /s/ Michael J. Salameh |
Pursuant to the requirements of the Securities and Exchange Act of 1934, this Amendment No. 1 to the Registrant's Annual Report on Form 10-K/A has been signed by the following persons in the capacities and on the date indicated:
Name and Signature | Title(s) | Date |
/s/ Michael J. Salameh | Chief Executive Officer and Director | March 2, 2005 |
| Vice President, Finance, Chief Financial Officer and Secretary | March 2, 2005 |
| Director and Chairman of the Board of Directors | March 2, 2005 |
| Director | March 2, 2005 |
| Director | March 2, 2005 |
| Director | March 2, 2005 |
| Director | March 2, 2005 |
| Director | March 2, 2005 |
| Director | March 2, 2005 |
*By: /s/ /s/ Michael J. Salameh
/s/ Michael J. Salameh
Attorney in Fact
EXHIBIT INDEX
Exhibit |
|
| ||
Number | Description | |||
2.1 (3) | Agreement and Plan of Reorganization dated May 6, 2003 by and among PLX Technology, Inc., HT Acquisition Sub, LLC, HiNT Corporation and Herbert Chang as Shareholders' Agent. | |||
3.1 (1) |
| Amended and Restated Certificate of Incorporation of the Registrant. | ||
3.2 (1) |
| Registrant's Amended and Restated Bylaws. | ||
3.3 (1) |
| Certificate of Amendment to Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2004 and incorporated herein by reference. | ||
4.1 |
| Reference is made to Exhibits 3.1 and 3.3. | ||
4.2 |
| Registration Rights Agreement, filed as Exhibit 4.2 to the Company's Registration Statement on Form S-3, filed on June 21, 2004 and incorporated herein by reference. | ||
10.1 (1)* |
| Form of Indemnification Agreement between PLX and each of its Officers and Directors. | ||
10.2 (1)* |
| 1998 Stock Incentive Plan. | ||
10.3 (1) (2)* |
| 1999 Stock Incentive Plan, As Amended. | ||
10.4 (1) |
| Lease Agreement dated October 17, 1997 between The Arrillaga Foundation and The Perry Foundation as Landlords and PLX as Tenant, as amended. | ||
10.10 (6)* |
| HiNT Corp. 2000 Stock Plan. | ||
10.11 (5)* |
| Sebring Systems, Inc. 1997 Stock Otion/Stock/Issuance Plan. | ||
10.12 (7)* |
| NetChip Technology, Inc. 1996 Flexible Stock Incentive Plan. | ||
10.13* |
| PLX Technology, Inc. 2004 Bonus and Deferred Compansation Plan, filed as Exhibit 10.2 to the Company's quarterly report on Form S-3 for the quarter ended June 30, 2004, and incorporated herein by reference. | ||
21.1** |
| Subsidiaries of the Company. | ||
23.1 | ||||
31.1** | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
31.2** | �� | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32.1 ** |
| Certification of Chief Executive Officer Pursuant to 18 U.S.C.Section 1350, Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
32.2** |
| Certification of Chief Financial Officer Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
(1) |
| Incorporated by reference to the same numbered exhibit previously filed with the Company's Registration Statement on Form S-1 (Registration No. 333-71795). | ||
(2) |
| Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2002. | ||
(3) |
| Incorporated by reference to Exhibit 2.1 to Form 8-K as filed on May 27, 2003. | ||
(4) |
| Incorporated by reference to the same numbered exhibit previously filed with the Company's Form 10-K as filed on March 13, 2003. | ||
(5) |
| Incorporated by reference to Exhibit 2.1 to Form 8-K as filed on June 2, 2000. | ||
(6) |
| Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2003. | ||
(7) |
| Incorporated by reference to Exhibit 10.2 to the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2004. | ||
(*) |
| Management contract or compensatory plan or arrangement. | ||
(**) |
| Filed previously | ||