[PLX Letterhead]
July 13, 2005
Via EDGAR, facsimile and U.S. Mail
David Burton
Staff Accountant
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W., Mail Stop 6010
Washington, D.C. 20549
Re: PLX Technology, Inc.
Item 4.01 Form 8-K
Filed June 23, 2005
File No. 0-25699
Dear Mr. Burton:
PLX Technology, Inc. (the “Company” or “PLX”) submits this letter in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) received by facsimile, dated June 27, 2005, relating to the above filing.
In this letter, we have recited the comments from the Staff in italicized, bolt type and have followed with the Company’s response in regular type.
Form 8-K dated June 21, 2005
Item 4-01 Changes in Registrant’s Certifying Accountant
1. Please amend your Form 8-K to specifically state whether your former auditor resigned, declined to stand for re-election, or was dismissed. It is not sufficient to state that the company “chose not to extend the engagement” of the accountant, as that wording is unclear to a reader. Also, indicate whether the decision to change auditors was recommended or approved by your board of directors.
As requested by the Staff, we will amend the Form 8-K to specifically state that (i) the former auditor was dismissed and (ii) that the decision to change auditors was approved by the Audit Committee of our board of directors. See the attached revised, draft amended Form 8-K.
2. To the extent that you amend the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountant stating whether the accountant agrees with your Item 304 disclosures, or the extent to which the accountant does not agree.
As requested by the Staff, we will obtain and file such an updated Exhibit 16 letter.
In connection with our response to the Staff’s comments, we acknowledge that:
• the Company is responsible for the adequacy and accuracy of the disclosure in the Form 8-K filing, dated June 21, 2005 and in any amended Form 8-K filing;
• the staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please direct any questions or additional comments to the undersigned.
Sincerely, | |
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/s/ Rafael Torres |
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Rafael Torres | |
Chief Financial Officer | |
408-328-3555
Attachment
cc: Michael Salameh, President, PLX Technology, Inc.
Stephen Schrader, Esq. (outside counsel)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2005
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PLX Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 0-25699 |
| 94-3008334 |
(State of other jurisdiction of |
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| (I.R.S. Employer Identification |
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870 Maude Avenue | ||||
(Address of principal executive offices including zip code) | ||||
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(408) 774-9060 | ||||
(Registrant’s telephone number, including area code) | ||||
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 in response to comments received from the staff of the U.S. Securities and Exchange Commission. This Amendment No. 1 revises the first paragraph of Item 4.01 (Changes in Registrant’s Certifying Accountant). This Amendment No. 1 continues to speak as of the date of the original 8-K and the Registrant has not otherwise updated the disclosure.
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Item 4.01. Changes in Registrant’s Certifying Accountant.
On June 21, 2005, the Audit Committee of PLX Technology, Inc. (the “Company”) engaged the firm of BDO Seidman, LLP to serve as the Company’s new independent registered public accounting firm. On June 21, 2005, the Company dismissed Ernst & Young, LLP (“E&Y”) as the Company’s independent registered public accounting firm. The change in the Company’s independent registered accounting firm was approved by the Audit Committee of the Company’s Board of Directors.
The reports of E&Y on the consolidated financial statements for the years ended December 31, 2004 and 2003 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the years ended December 31, 2004 and 2003 and through June 21, 2005, there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y would have caused E&Y to make reference to the subject matter of the disagreements in their reports on the financial statements for such years.
During the years ended December 31, 2004 and 2003 and through June 21, 2005, there were no reportable events (as defined in Regulation S-K Item 304(a)(i)(v)).
During the years ended December 31, 2004 and 2003 and through June 21, 2005, the Company has not consulted with BDO Seidman, LLP regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that Item) or a reportable event (as described in Item 304(a)(i)(v) of Regulation S-K).
The Company provided E&Y with a copy of this Amendment No. 1 to Form 8-K prior to its filing with the Securities and Exchange Commission and requested that E&Y furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made above and, if not, stating the respects in which it does not agree. Attached as Exhibit 16.1 is a copy of E&Y’s letter to the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
c. Exhibits
Exhibit Number |
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16.1 |
| Letter from Ernst & Young, LLP to the Securities and Exchange Commission dated July 13, 2005. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July , 2005 |
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| PLX Technology, Inc. | ||
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| By: | /s/ RAFAEL TORRES |
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| Rafael Torres |
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| Vice President, Finance, Chief Financial | |
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INDEX TO EXHIBITS
Exhibit |
| Description |
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16.1 |
| Letter from Ernst & Young, LLP to the Securities and Exchange Commission dated July 13, 2005. |
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EXHIBIT 16.1
July 13, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4.01 of Form 8-K/A (Amendment No. 1) dated July 13, 2005 of PLX Technology, Inc. and are in agreement with the statements contained in the second sentence of paragraph 1 and in paragraphs 2, 3 and 4 on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
| /s/ Ernst & Young LLP |
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