<PAGE> 1
As filed with the Securities and Exchange Commission on October 1, 1999
Registration No. 333-____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLX TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 94-3008334
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
390 Potrero Avenue
Sunnyvale, California 94086
(Address of Principal Executive Office, Including Zip Code)
PLX TECHNOLOGY, INC.
1998 STOCK INCENTIVE PLAN
1999 STOCK INCENTIVE PLAN
(Full Title of the Plans)
Scott M. Gibson
Vice President, Chief Financial Officer
PLX Technology, Inc.
390 Potrero Avenue
Sunnyvale, California 94086
(Name and Address of Agent for Service)
(408) 774-9060
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Stephen J. Schrader, Esq.
Heike Fischer, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, California 94304
<TABLE>
<CAPTION>
=======================================================================================================
CALCULATION OF REGISTRATION FEE
=======================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,500,000 $22.094 $55,235,000 $15,355.00
$0.001 par value
per share
=======================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and Rule 457(c) under the Securities Act of
1933, based upon an average of the high and low prices of PLX
Technology, Inc. common stock reported on the Nasdaq National Market on
September 28, 1999.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plans described
herein.
1
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
Form S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by PLX Technology, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference herein:
(a) The Registrant's Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, (the "Securities Act") and included in the
Registration Statement on Form S-1 (the "Registration Statement") as declared
effective on April 5, 1999 (No. 333-71795), which includes audited financial
statements for the Registrant's latest fiscal year.
(b) The Registrant's Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission on May 14, 1999 and August 12, 1999.
(c) The description of the Registrant's Common Stock which is contained in
its Registration Statement on Form 8-A dated April 2, 1999, including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
2
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The indemnification and liability of the Registrant's directors and
officers are governed by Delaware law.
Under Section 145 of the General Corporation Law of the State of Delaware,
the Registrant has broad powers to indemnify its directors and officers against
liabilities that may incur in such capacities, including liabilities under the
the Securities Act. The Registrant's Bylaws also provide for mandatory
indemnification of its directors and executive officers, and permissive
indemnification of its employees and agents, to the fullest extent permissible
under Delaware law.
The Registrant's Amended and Restated Certificate of Incorporation
provides that the liability of its directors for monetary damages shall be
eliminated to the fullest extent permissible under Delaware law. Pursuant to
Delaware law, this includes elimination of liability for monetary damages for
breach of the directors' fiduciary duty of care to the Registrant and its
stockholders. These provisions do not eliminate the directors' duty of care and,
in appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant for acts of omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for any transaction from which the director derived an improper personal
benefit, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.
The Registrant has entered into agreements with each of its directors and
officers that require the Registrant to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or officer of the
Registrant or any of its affiliated enterprises, provided such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Registrant and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The indemnification agreement also sets forth certain procedures that
will apply in the event of a claim for indemnification thereunder.
The Registrant has obtained a policy of directors' and officers'
liability insurance that insures the Registrant's directors and officers against
the cost of defense, settlement or payment of a judgment under certain
circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
<PAGE> 4
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 Form of Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Commission File
No. 333-71795) which became effective on April 5, 1999 (the
"Registration Statement on Form S-1")).
4.2 Registrant's Amended and Restated Bylaws (incorporated by
reference to Exhibit 3.2 to the Registration Statement on Form
S-1).
4.3 1998 Stock Incentive Plan and 1999 Stock Incentive Plan and form
of Stock Option Agreements (incorporated by reference to Exhibits
10.2 and 10.3 to the Registration Statement on Form S-1).
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
25.1 Power of Attorney (contained in the signature page hereto)
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(i) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
(ii) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
(iii) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
4
<PAGE> 5
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, PLX Technology, Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on September 28, 1999.
PLX TECHNOLOGY, INC.
By: /s/ MICHAEL J. SALAMEH
--------------------------
Michael J. Salameh
President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Michael J. Salameh and Scott M. Gibson, and each of them, as
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendment to this Registration Statement and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting to said attorneys-in-fact, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming the
said attorney-in-fact or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
5
<PAGE> 6
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ MICHAEL J. SALAMEH President and Director September 28, 1999
- ----------------------------------- (Principal Executive
Michael J. Salameh Officer)
/s/ SCOTT M. GIBSON Vice President, September 28, 1999
- ----------------------------------- Finance, Chief
Scott M. Gibson Financial Officer and
Secretary (Principal
Financial and
Accounting Officer)
- ----------------------------------- Director September ___, 1999
D. James Guzy, Sr.
- ----------------------------------- Director September ___, 1999
Timothy Draper
/s/ EUGENE FLATH
- ----------------------------------- Director September 28, 1999
Eugene Flath
/s/ YOUNG K. SOHN
- ----------------------------------- Director September 28, 1999
Young K. Sohn
/s/ JOHN H. HART
- ----------------------------------- Director September 28, 1999
John H. Hart
</TABLE>
6
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 Form of Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Commission File
No. 333-71795) which became effective on April 5, 1999 (the
"Registration Statement on Form S-1")).
4.2 Registrant's Amended and Restated Bylaws (incorporated by
reference to Exhibit 3.2 to the Registration Statement on Form
S-1).
4.3 1998 Stock Incentive Plan and 1999 Stock Incentive Plan, and form
of Stock Option Agreements (incorporated by reference to Exhibits
10.2 and 10.3 to the Registration Statement on Form S-1).
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
25.1 Power of Attorney (contained in the signature page hereto)
</TABLE>
7
<PAGE> 1
EXHIBIT 5.1
MORRISON & FOERSTER LLP
Palo Alto, California
September 30, 1999
PLX Technology, Inc.
390 Potrero Avenue
Sunnyvale, California 94086
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be
filed by PLX Technology, Inc. (the "Company") with the Securities and Exchange
Commission (the "SEC") in connection with the registration under the Securities
Act of 1933, as amended, of an aggregate of 2,500,000 shares of the Company's
Common Stock, $.001 par value (the "Plan Shares") which will be issuable under
the PLX Technology, Inc. 1998 Stock Incentive Plan and 1999 Stock Incentive Plan
(collectively, the "Plans").
As your counsel in connection with the Registration Statement, we
have examined the proceedings taken by you in connection with the assumption of
the Plans and the authorization of the issuance of the shares of Common Stock
under the Plans and such documents as we have deemed necessary to render this
opinion.
Based upon the foregoing, it is our opinion that the Plan Shares,
when issued and outstanding pursuant to the terms of the Plans, will be validly
issued, fully paid and nonassessable shares of the Company's Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
8
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1998 Stock Incentive Plan and 1999 Stock Incentive Plan
of PLX Technology, Inc. of our report dated January 14, 1999 (except for Note
11, as to which the date is March 22, 1999), with respect to the consolidated
financial statements and schedule of PLX Technology, Inc. for the year ended
December 31, 1998, included in the Registration Statement (Form S-1, No
333-76051) and related prospectus of PLX Technology, Inc. filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
September 28, 1999
9
