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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): January 5, 2007
PLX Technology, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-25699 94-3008334
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
870 West Maude Ave
Sunnyvale, CA 94085
(Address of principal executive offices)
(408) 774-9060
(Registrant's telephone number, including area code)
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))
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Item 1.01. Entry Into a Material Definitive Agreement.
On January 5, 2007, PLX Technology, Inc. entered into an offer letter with
Arthur O. Whipple pursuant to which Mr. Whipple agreed to become PLX
Technology's Vice President of Finance, Chief Financial Officer and Secretary.
Pursuant to the Agreement, among other things, Mr. Whipple will:
o receive a salary of $210,000 per year,
o be eligible to participate in PLX Technology's Executive Bonus plan, and
o subject to approval by the Board, receive an option to purchase 100,000
shares of PLX Technology's common stock with an exercise price equal to the
fair market value as of the date of grant.
PLX Technology, Inc. may change compensation and benefits from time to time in
its discretion.
The Agreement is filed as an exhibit to this Current Report on Form 8-K, the
full terms of which are incorporated by reference herein.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 5, 2007, PLX Technology, Inc. agreed to appoint Arthur O. Whipple to
the position of PLX Technology's Vice President of Finance, Chief Financial
Officer and Secretary, such appointment to be effective on February 12, 2007
when Mr. Whipple begins employment with PLX Technology.
Mr. Whipple, age 58, was employed by Silicon Storage Technology, Inc., a fabless
manufacturer of flash memory based integrated circuits most recently as its Vice
President of Finance, Chief Financial Officer and Secretary. From April 1998 to
March 2005, Mr. Whipple was employed by QuickLogic Corp., a fabless manufacturer
of field programmable logic products and embedded standard products, initially
as its Vice President of Finance, Chief Financial Officer and Secretary and
later as Vice President and General Manager of its logic products business unit.
From April 1994 to April 1998, Mr. Whipple served as Vice President of
Engineering for ILC Technology, a manufacturer of high performance lighting
products, and also as Vice President of Finance and Operations of its
subsidiary, Precision Lamp, a manufacturer of high-performance lighting
products. Earlier in his career, Mr. Whipple worked for other semiconductor
manufacturing companies including Westinghouse Electric, Fairchild and
Monolithic Memories in financial and engineering roles. Mr. Whipple holds a
B.S.E.E. from the University of Washington and an M.B.A. from Santa Clara
University.
The description of the material terms of Mr. Whipple's compensation arrangements
with PLX Technology is set forth in Item 1.01 of this Current Report on Form
8-K, which description is incorporated by reference herein.
The announcement of Mr. Whipple's appointment as Vice President of Finance,
Chief Financial Officer and Secretary was made by press release on the date of
the filing of this Current Report on Form 8-K. The press release is filed as an
exhibit to this Current Report on Form 8-K and is incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
- ------------- -------------------------------------------------------------
10.1 Offer Letter, dated December 29, 2006, between PLX
Technology, Inc. and Arthur O. Whipple.
99.1 Press Release, dated January 18, 2007, announcing Mr.
Whipple's appointment as Vice President of Finance, Chief
Financial Officer and Secretary.
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.
PLX Technology, Inc.
By: /s/ Michael J. Salmeh
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Name: Michael J. Salameh
Title: Chief Executive Officer and
President
Dated: January 18, 2007
EXHIBIT INDEX
Exhibit No. Description
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10.1 Offer Letter, dated December 29, 2006, between PLX
Technology, Inc. and Arthur O. Whipple.
99.1 Press Release, dated January 18, 2007, announcing Mr.
Whipple's appointment as Vice President of Finance, Chief
Financial Officer and Secretary.