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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 2, 2000 (May 19, 2000)
PLX TECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-25699 94-3008334
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(Commission File Number) (I.R.S. Employer Identification No.)
390 Potrero Avenue Sunnyvale, CA 94086
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(Address of Principal Executive Offices) (Zip Code)
(408) 774-9060
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 19, 2000, pursuant to the Agreement and Plan of Merger, dated as
of April 19, 2000, by and among PLX Technology, Inc., a Delaware corporation
(the "Registrant"), OKW Technology Corporation, a Delaware corporation ("Merger
Sub"), and Sebring Systems, Inc., a privately held Delaware corporation
("Sebring") (the "Agreement"), the Registrant completed the merger of Merger
Sub, a wholly-owned subsidiary of the Registrant, with and into Sebring, with
Sebring being the surviving corporation of the merger and becoming a
wholly-owned subsidiary of the Registrant. The transaction was closed on May 19,
2000 and is being accounted for as a purchase transaction.
As consideration for the transaction, the Registrant issued an aggregate
of 1,149,125 shares of the Registrant's common stock, $0.001 par value, in
exchange for the outstanding shares of capital stock of Sebring, subject to the
withholding of 10% of such shares in escrow in accordance with the terms of the
Agreement. At the effective time of the merger, all outstanding options and
warrants to purchase shares of Sebring common stock were automatically converted
into options and warrants to purchase 692,578 shares of the Registrant's common
stock based upon the conversion factor set forth in the Agreement with
corresponding adjustment to their respective exercise prices.
The Registrant currently intends that Sebring's business will continue
to be operated in its current manner. Certain of the assets of Sebring were used
in the design and manufacture of silicon switch fabric interconnect solutions,
and the Registrant currently intends to use such assets in substantially the
same manner.
The total value of consideration paid for the purchase transaction was
determined based on arm's length negotiations between the Registrant and
Sebring, which took into account Sebring's financial position, operating
history, products, intellectual property and other factors relating to Sebring's
business and certain income tax aspects of the transaction. Prior to the
transaction, D. James Guzy, Sr., Timothy Draper and the Registrant's Chairman of
the Board of Directors held positions on the Board of Directors of Sebring. Mr.
Guzy and the Registrant were also significant stockholders of Sebring. In
addition, Eugene Flath and Young K. Sohn, all directors of the Registrant held
shares of Sebring stock. Prior to entering into the Agreement, the Registrant
had also been granted a security interest in substantially all of Sebring's
assets in exchange for agreeing to loan up to $1,500,000 to Sebring.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
It is impractical for Registrant to file the required financial
statements at this time. Registrant intends to file with the Securities
and Exchange Commission such financial statements within 60 days of the
filing date of this report.
(b) Pro Forma Financial Information
See response to Item 7(a).
(c) Exhibits
The Exhibit Index appearing on page 4 is incorporated herein by
reference.
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.
(the Registrant)
By: /s/ Michael Salameh
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Michael Salameh
President
Dated: June 2, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated April 19, 2000 by
and among PLX Technology, Inc., OKW Technology
Acquisition Corporation and Sebring
Systems, Inc.
