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As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLX TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3008334
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
390 Potrero Avenue
Sunnyvale, CA 94086
(408) 774-9060
(Address, including zip code, and telephone number, including area code,
of registrar's principal executive offices)
Michael J. Salameh
President
390 Potrero Avenue
Sunnyvale, CA 94086
(408) 774-9060
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Stephen J. Schrader
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, California 94304
(650) 813-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF SHARES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED AGGREGATE PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(1) PRICE(1)
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Common Stock, $.001
par value ......... 464,626 $36.00 $16,726,536 $4,415.81
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based on the average of the high and low
reported sales prices on the Nasdaq National Market on June 23, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED.
Subject to Completion, dated June 30, 2000
PROSPECTUS
PLX Technology, Inc.
464,626 SHARES OF COMMON STOCK
464,626 shares of our common stock were issued to certain former
stockholders of Sebring Systems, Inc. as partial payment for acquisition by us
of Sebring Systems, Inc. Some of these stockholders may wish to sell these
shares in the future, and this prospectus allows them to do so. We will not
receive any of the proceeds from any sale of shares by these stockholders, but
we have agreed to bear the expenses of registration of the shares by this
prospectus.
Our stock is listed on the Nasdaq National Market under the symbol "PLXT."
The last sale price of the common stock on the Nasdaq National Market on
June 29, 2000 was $42.00 per share.
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INVESTING IN THE COMMON STOCK INVOLVES A HIGH LEVEL OF INVESTMENT RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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, 2000
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TABLE OF CONTENTS
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Available Information.................................................................4
Incorporation of Certain Documents by Reference.......................................4
The Company...........................................................................5
Use of Proceeds.......................................................................5
Risk Factors..........................................................................5
Special Note Regarding Forward-Looking Statements....................................11
Selling Stockholders.................................................................12
Plan of Distribution.................................................................13
Experts..............................................................................13
Legal Matters........................................................................13
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No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this prospectus in
connection with the offer described in this prospectus and, if given or made,
such information and representations must not be relied upon as having been
authorized by the Company or the selling stockholders. Neither the delivery of
this prospectus nor any sale made under this prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of PLX Technology, Inc. since the date hereof or since the date of any
documents incorporated herein by reference. This prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any securities other than
the securities to which it relates, or an offer or solicitation in any state to
any person to whom it is unlawful to make such offer in such state.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with
the Act we file reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information filed can be inspected and copied at the
Commission's Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.,
20549, and at the following regional offices of the Commission: Seven World
Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a
web site (http://www.sec.gov) containing reports, proxy and information
statements and other information of registrants, including ours, that file
electronically with the Commission. In addition, the Common Stock is listed on
the Nasdaq National Market and similar information concerning us can be
inspected and copied at the offices of the National Association of Securities
Dealers, Inc., 9513 Key West Avenue, Rockville, Maryland 20850.
We have filed with the Commission a registration statement on Form S-3
(of which this prospectus is a part) under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the shares being offered by this
prospectus. This prospectus does not contain all of the information set forth in
this registration statement, some portions of which have been omitted as
permitted by the rules and regulations of the Commission. Statements contained
in this prospectus as to the contents of any contract or other documents are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the registration statement,
each of these statements are qualified in all respects by this reference and the
exhibits and schedules thereto. For further information regarding us and the
shares being offered by this prospectus, reference is hereby made to the
registration statement and such exhibits and schedules which may be obtained
from the Commission at its principal office in Washington, D.C. upon payment of
the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company under the
Securities Exchange Act of 1934 with the Securities and Exchange Commission and
are incorporated herein by reference:
a. Our Annual Report on Form 10-K for the year ended December 31, 1999;
b. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
c. Our Current Report on Form 8-K filed on June 2, 2000;
d. Our Definitive Proxy Statement on Form 14A filed on April 14, 2000; and
e. The description of our Common Stock contained in our registration
statement on Form 8-A12G (File No. 000-25699).
Each document we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act subsequent to the date of this prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference in this prospectus and to be part hereof from the date of filing such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein (or in the applicable prospectus supplement) 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 such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner, to whom this
prospectus is delivered upon written or oral request. Requests should be
directed to Scott M. Gibson, Vice President, Chief Financial Officer, 390
Potrero Avenue, Sunnyvale 94086, telephone number: (408) 774-9060.
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THE COMPANY
We were incorporated in California in May 1986. In March 1999,
our state of incorporation was changed to Delaware. Our principal executive
office is located at 390 Potrero Avenue, Sunnyvale, California 94086, and our
telephone number at this address is (408) 774-9060. We maintain a World Wide Web
site address at www.plxtech.com. The reference to this World Wide Web site
address does not constitute incorporation by reference of the information
contained therein.
USE OF PROCEEDS
All of the shares being offered under this prospectus are offered by the
selling stockholders, and we will not receive any of the proceeds from the sale
of the shares. This registration statement is intended to satisfy certain of our
obligations under our merger agreement with Sebring Systems, Inc. Under that
agreement, we have agreed to pay expenses of registration of these shares under
federal and state securities laws.
RISK FACTORS
Investors should carefully consider the following risk factors as well
as other information contained in this prospectus in evaluating an investment in
the common stock.
OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY DUE TO FACTORS WHICH ARE NOT
WITHIN OUR CONTROL
Our quarterly operating results have fluctuated significantly in the
past and are expected to fluctuate significantly in the future based on a number
of factors, many of which are not in our control. Our operating expenses, which
include product development costs and selling, general and administrative
expenses, are relatively fixed in the short-term. If our revenues are lower than
we expect because we sell fewer semiconductor devices, delay the release of new
products or the announcement of new features, or for other reasons, we may not
be able to quickly reduce our spending in response.
Other circumstances that can affect our operating results include:
- our ability to develop, introduce and market new products and
technologies on a timely basis,
- the timing of significant orders, order cancellations and
reschedulings,
- changes in our pricing policies or those of our competitors or
suppliers, including decreases in unit average selling prices of our products,
- introduction of products and technologies by our competitors,
- shifts in our product mix toward lower margin products,
- the availability of production capacity at the fabrication facilities
that manufacture our products, and
- the availability and cost of materials to our suppliers.
These factors are difficult to forecast, and these or other factors
could adversely affect our business. Any shortfall in our revenues would have a
direct impact on our business. In addition, fluctuations in our quarterly
results could adversely affect the market price of our common stock in a manner
unrelated to our long-term operating performance.
OUR LENGTHY SALES CYCLE CAN RESULT IN UNCERTAINTY AND DELAYS WITH REGARD TO OUR
EXPECTED REVENUES
Our customers typically perform numerous tests and extensively evaluate
our products before incorporating them into their systems. The time required for
test, evaluation and design of our products into the customer's equipment can
range from six to twelve months or more. It can take an additional six to twelve
months or more before a customer commences volume shipments of equipment that
incorporates our products. Because of this lengthy sales cycle, we may
experience a delay between the time when we increase expenses for research and
development and sales and marketing efforts and the time when we generate higher
revenues, if any, from these expenditures.
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In addition, the delays inherent in our lengthy sales cycle raise
additional risks of customer decisions to cancel or change product plans. When
we achieve a design win, there can be no assurance that the customer will
ultimately ship products incorporating our products. Our business could be
materially adversely affected if a significant customer curtails, reduces or
delays orders during our sales cycle or chooses not to release products
incorporating our products.
RAPID TECHNOLOGICAL CHANGE COULD MAKE OUR PRODUCTS OBSOLETE
The semiconductor industry is characterized by rapidly changing
technology and industry standards, along with frequent new product
introductions. Consequently, our future success depends on our ability to
identify trends in our target markets and to offer new semiconductor devices, as
well as other products and services, that address the changing needs of our
target customers.
WE MUST MAKE SIGNIFICANT RESEARCH AND DEVELOPMENT EXPENDITURES PRIOR TO
GENERATING REVENUES FROM PRODUCTS
To establish market acceptance of a new semiconductor device, we must
dedicate significant resources to research and development, production and sales
and marketing. We incur substantial costs in developing, manufacturing and
selling a new product, which often significantly precede meaningful revenues
from the sale of this product. Consequently, new products can require
significant time and investment to achieve profitability. Prospective investors
should note that our efforts to introduce new semiconductor devices or other
products or services may not be successful or profitable. In addition, products
or technologies developed by others may render our products or technologies
obsolete or noncompetitive.
We record as expenses the costs related to the development of new
semiconductor devices and other products as these expenses are incurred. As a
result, our profitability from quarter to quarter and from year to year may be
adversely affected by the number and timing of our new product launches in any
period and the level of acceptance gained by these products.
OUR INDEPENDENT MANUFACTURERS MAY NOT BE ABLE TO MEET OUR MANUFACTURING
REQUIREMENTS
We do not manufacture any of our semiconductor devices. Therefore, we
are referred to in the semiconductor industry as a "fabless" producer of
semiconductors. Consequently, we depend upon third party manufacturers to
produce semiconductors that meet our specifications. We currently have third
party manufacturers that can produce semiconductors which meet our needs.
However, as the semiconductor industry continues to progress to smaller
manufacturing and design geometries, the complexities of producing
semiconductors will increase. Decreasing geometries may introduce new problems
and delays that may affect product development and deliveries. Due to the nature
of the semiconductor industry and our status as a "fabless" semiconductor
company, we could encounter fabrication related problems that may affect the
availability of our semiconductor devices, may delay our shipments or may
increase our costs.
OUR RELIANCE ON SINGLE SOURCE MANUFACTURERS OF OUR SEMICONDUCTOR DEVICES COULD
DELAY SHIPMENTS AND INCREASE OUR COSTS
None of our semiconductor devices is currently manufactured by more than
one supplier. We place our orders on a purchase order basis and do not have a
long term purchase agreement with any of our existing suppliers. In the event
that the supplier of a semiconductor device was unable or unwilling to continue
to manufacture this product in the required volume, we would have to identify
and qualify a substitute supplier. Introducing new products or transferring
existing products to a new third party manufacturer or process may result in
unforeseen device specification and operating problems. These problems may
affect product shipments and may be costly to correct. Silicon fabrication
capacity may also change, or the costs per silicon wafer may increase.
Manufacturing-related problems may have a material adverse effect on our
business.
INTENSE COMPETITION IN THE MARKETS IN WHICH WE OPERATE MAY REDUCE THE DEMAND FOR
OUR PRODUCTS
Competition in the semiconductor industry is intense. If our main target
market, the embedded systems market, continues to grow, the number of
competitors may increase significantly. In addition, new semiconductor
technology may lead to new products that can perform similar functions as our
products. Some of our competitors and other semiconductor companies may develop
and introduce products that integrate into a single semiconductor device the
functions performed by our semiconductor devices. This would eliminate the need
for our products in some applications.
In addition, competition in our markets comes from companies of various
sizes, many of which are significantly larger and have greater financial and
other resources than we do and thus can better withstand adverse economic or
market conditions. Also, as we start to sell our processor products, we will
compete with established embedded microprocessor
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companies and others. Many of these indirect competitors and microprocessor
companies have significantly greater financial, technical, marketing and other
resources than PLX. Therefore, we cannot assure you that we will be able to
compete successfully in the future against existing or new competitors, and
increased competition may adversely affect our business.
FAILURE TO HAVE OUR PRODUCTS DESIGNED INTO THE PRODUCTS OF ELECTRONIC EQUIPMENT
MANUFACTURERS WILL RESULT IN REDUCED SALES
Our future success depends on electronic equipment manufacturers that
design our semiconductor devices into their systems. We must anticipate market
trends and the price, performance and functionality requirements of current and
potential future electronic equipment manufacturers and must successfully
develop and manufacture products that meet these requirements. In addition, we
must meet the timing requirements of these electronic equipment manufacturers
and must make products available to them in sufficient quantities. These
electronic equipment manufacturers could develop products that provide the same
or similar functionality as one or more of our products and render these
products obsolete in their applications.
We do not have purchase agreements with our customers that contain
minimum purchase requirements. Instead, electronic equipment manufacturers
purchase our products pursuant to short-term purchase orders that may be
canceled without charge. We believe that in order to obtain broad penetration in
the markets for our products, we must maintain and cultivate relationships,
directly or through our distributors, with electronic equipment manufacturers
that are leaders in the embedded systems markets. Accordingly, we will often
incur significant expenditures in order to build relationships with electronic
equipment manufacturers prior to volume sales of new products. If we fail to
develop relationships with additional electronic equipment manufacturers, to
have our products designed into new embedded systems or to develop sufficient
new products to replace products that have become obsolete, our business would
be materially adversely affected.
LOWER DEMAND FOR OUR CUSTOMERS' PRODUCTS WILL RESULT IN LOWER DEMAND FOR OUR
PRODUCTS
Demand for our products depends in large part on the development and
expansion of the high-performance embedded systems markets including networking
and telecommunications, enterprise storage, imaging and industrial applications.
The size and rate of growth of these embedded systems markets may in the future
fluctuate significantly based on numerous factors. These factors include the
adoption of alternative technologies, capital spending levels and general
economic conditions. Demand for products that incorporate high-performance
embedded systems may not grow.
DEFECTS IN OUR PRODUCTS COULD INCREASE OUR COSTS AND DELAY OUR PRODUCT SHIPMENTS
Our products are complex. While we test our products, these products may
still have errors, defects or bugs that we find only after commercial production
has begun. We have experienced errors, defects and bugs in the past in
connection with new products.
Our customers may not purchase our products if the products have
reliability, quality or compatibility problems. This delay in acceptance can
make it more difficult to retain our existing customers and to attract new
customers. Moreover, product errors, defects or bugs can result in additional
development costs, diversion of technical and other resources from our other
development efforts, claims by our customers or others against us, or the loss
of credibility with our current and prospective customers. In the past, the
additional time required to correct defects has caused delays in product
shipments and resulted in lower revenues. We may have to spend significant
amounts of capital and resources to address and fix problems in new products.
We must continuously develop our products using new process technology
with smaller geometries to remain competitive on a cost and performance basis.
Migrating to new technologies is a challenging task requiring new design skills,
methods and tools and is difficult to achieve.
FAILURE TO HIRE ADDITIONAL PERSONNEL AND TO IMPROVE OUR OPERATIONS WILL LIMIT
OUR GROWTH
We have experienced rapid growth which places a significant strain on
our limited personnel and other resources. To manage our expanded operations
effectively, we will need to further improve our operational, financial and
management systems. We will also need to successfully hire, train, motivate and
manage our employees. We may not be able to manage our growth effectively, which
could have a material adverse effect on our business. Also, we are seeking to
hire additional skilled development engineers, who are currently in short
supply. Our business could be adversely affected if we encounter delays in
hiring additional engineers.
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WE COULD LOSE KEY PERSONNEL DUE TO COMPETITIVE MARKET CONDITIONS AND ATTRITION
Our success depends to a significant extent upon our senior management
and key technical and sales personnel. The loss of one or more of these
employees could have a material adverse effect on our business. We do not have
employment contracts with any of our executive officers.
Our success also depends on our ability to attract and retain qualified
technical, sales and marketing, customer support, financial and accounting, and
managerial personnel. Competition for such personnel in the semiconductor
industry is intense, and we may not be able to retain our key personnel or to
attract, assimilate or retain other highly qualified personnel in the future. In
addition, we may lose key personnel due to attrition, including health, family
and other reasons. We have experienced, and may continue to experience,
difficulty in hiring and retaining candidates with appropriate qualifications.
If we do not succeed in hiring and retaining candidates with appropriate
qualifications, our business could be materially adversely affected.
A LARGE PORTION OF OUR REVENUES IS DERIVED FROM SALES TO THIRD-PARTY
DISTRIBUTORS WHO MAY TERMINATE THEIR RELATIONSHIPS WITH US AT ANY TIME
We depend on distributors to sell a significant portion of our products.
In the three months ended March 31, 2000 and in 1999, net revenues through
distributors accounted for approximately 61% and 58%, respectively, of our net
revenues. Some of our distributors also market and sell competing products.
Distributors may terminate their relationships with us at any time. Our future
performance will depend in part on our ability to attract additional
distributors that will be able to market and support our products effectively,
especially in markets in which we have not previously distributed our products.
We may lose one or more of our current distributors or may not be able to
recruit additional or replacement distributors. The loss of one or more of our
major distributors could have a material adverse effect on our business.
THE DEMAND FOR OUR PRODUCTS DEPENDS UPON OUR ABILITY TO SUPPORT EVOLVING
INDUSTRY STANDARDS
Substantially all of our revenues are derived from sales of products
which rely on the Peripheral Component Interconnect, or PCI, standard. If the
embedded systems markets move away from this standard and begin using new
standards, we may not be able to successfully design and manufacture new
products that use these new standards. There is also the risk that new products
we develop in response to new standards may not be accepted in the market. In
addition, the PCI standard is continuously evolving, and we may not be able to
modify our products to address new PCI specifications. Any of these events would
have a material adverse effect on our business.
THE SUCCESSFUL MARKETING AND SALES OF OUR PRODUCTS DEPEND UPON OUR THIRD PARTY
RELATIONSHIPS, WHICH ARE NOT SUPPORTED BY WRITTEN AGREEMENTS
When marketing and selling our semiconductor devices, we believe we
enjoy a competitive advantage based on the availability of development tools
offered by third parties. These development tools are used principally for the
design of other parts of the embedded system but also work with our products. We
will lose this advantage if these third party tool vendors cease to provide
these tools for existing products or do not offer them for our future products.
This event could have a material adverse effect on our business. We generally
have no written agreements with these third parties, and these parties could
choose to stop providing these tools at any time.
OUR LIMITED ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
COULD ADVERSELY AFFECT OUR COMPETITIVE POSITION
Our future success and competitive position depend upon our ability to
obtain and maintain proprietary technology used in our principal products.
Currently, we have limited protection of our intellectual property in the form
of patents and rely instead on trade secret protection. Our existing or future
patents may be invalidated, circumvented, challenged or licensed to others. The
rights granted thereunder may not provide competitive advantages to us. In
addition, our future patent applications may not be issued with the scope of the
claims sought by us, if at all. Furthermore, others may develop technologies
that are similar or superior to our technology, duplicate our technology or
design around the patents owned or licensed by us. In addition, effective
patent, trademark, copyright and trade secret protection may be unavailable or
limited in foreign countries where we may need protection. We cannot be sure
that steps taken by us to protect our technology will prevent misappropriation
of the technology.
We may from time to time receive notifications of claims that we may be
infringing patents or other intellectual property rights owned by other third
parties. While there is currently no intellectual property litigation pending
against us, litigation
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could result in significant expenses to us, adversely affect sales of the
challenged product or technology. This litigation could also divert the efforts
of our technical and management personnel, whether or not the litigation is
determined in our favor. In addition, we may not be able to develop or acquire
non-infringing technology or procure licenses to the infringing technology under
reasonable terms. This could require expenditures by us of substantial time and
other resources. Any of these developments would have a material adverse effect
on our business.
THE CYCLICAL NATURE OF THE SEMICONDUCTOR INDUSTRY MAY LEAD TO SIGNIFICANT
VARIANCES IN THE DEMAND FOR OUR PRODUCT
In the last two years, the semiconductor industry has been characterized
by significant downturns and wide fluctuations in supply and demand. Also,
during this time, the industry has experienced significant fluctuations in
anticipation of changes in general economic conditions, including economic
conditions in Asia. This cyclicality has led to significant variances in product
demand and production capacity. It has also accelerated erosion of average
selling prices per unit. We may experience periodic fluctuations in our future
financial results because of industry-wide conditions.
BECAUSE WE SELL OUR PRODUCTS TO CUSTOMERS OUTSIDE OF NORTH AMERICA AND BECAUSE
OUR PRODUCTS ARE INCORPORATED WITH PRODUCTS OF OTHERS THAT ARE SOLD OUTSIDE OF
NORTH AMERICA WE FACE FOREIGN BUSINESS, POLITICAL AND ECONOMIC RISKS
Sales outside of North America accounted for 36% of our revenues for the
three months ended March 31, 2000. In 1999, 1998 and 1997, sales outside of
North America accounted for 35%, 34% and 22% of our revenues, respectively. We
anticipate that these sales may increase in future periods and may account for
an increasing portion of our revenues. In addition, equipment manufacturers who
incorporate our products into their products, sell their products outside of
North America, thereby exposing us indirectly to foreign risks. Further, most of
our semiconductor products are manufactured outside of North America.
Accordingly, we are subject to international risks, including:
- difficulties in managing distributors,
- difficulties in staffing and managing foreign subsidiary and branch
operations,
- political and economic instability,
- foreign currency exchange fluctuations,
- difficulties in accounts receivable collections,
- potentially adverse tax consequences,
- timing and availability of export licenses,
- changes in regulatory requirements, tariffs and other barriers,
- difficulties in obtaining governmental approvals for
telecommunications and other products, and
- the burden of complying with complex foreign laws and treaties.
Because sales of our products have been denominated to date exclusively in
United States dollars, increases in the value of the United States dollar will
increase the price of our products so that they become relatively more expensive
to customers in the local currency of a particular country, leading to a
reduction in sales and profitability in that country.
OUR POTENTIAL FUTURE ACQUISITIONS MAY NOT BE SUCCESSFUL BECAUSE WE DO NOT HAVE
EXPERIENCE IN MAKING ACQUISITIONS
There have been a significant number of mergers and acquisitions in the
semiconductor industry in the past. In May, 2000 we completed our first
acquisition which was of Sebring Systems, Inc. As part of our business strategy,
we expect to review additional acquisition prospects that would complement our
existing product offerings, improve market coverage or enhance our technological
capabilities. We have no current agreements or negotiations underway with
respect to any acquisitions, and we may not be able to locate suitable
acquisition opportunities. Future acquisitions could result in the following:
- potentially dilutive issuances of equity securities,
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- large one-time write-offs,
- the incurrence of debt and contingent liabilities or amortization
- difficulties in the assimilation of operations, personnel,
technologies, products and the information systems of the acquired companies,
- diversion of management's attention from other business concerns,
and
- risks of entering geographic and business markets in which we have
no or limited prior experience and potential loss of key employees of acquired
organizations.
Since we have little experience in making acquisitions, we are not
certain that we will be able to successfully integrate any businesses, products,
technologies or personnel that we may acquire. Our failure to do so could have a
material adverse effect on our business.
WE MAY NOT BE ABLE TO EFFECTIVELY INTEGRATE SEBRING WITH OUR COMPANY
The merger between us and Sebring involves the integration of two
companies that have previously operated independently. Such integration requires
significant effort from each company, including the integration of highly
complex and disparate products developed by each company and the coordination of
their research and development and sales and marketing efforts. There can be no
assurance that we will integrate the respective technology and operations of
Sebring without encountering difficulties or experiencing the loss of Sebring or
PLX personnel or that the benefits expected from such integration will be
realized. The diversion of the attention of management and any difficulties
encountered in the transition process (including the interruption of, or a loss
of momentum in, Sebring's activities, problems associated with integration of
management information and reporting systems, and delays in implementation of
consolidation plans) could have an adverse impact on our ability to realize
anticipated synergies from the acquisition.
OUR PRINCIPAL STOCKHOLDERS HAVE SIGNIFICANT VOTING POWER AND MAY TAKE ACTIONS
THAT MAY NOT BE IN THE BEST INTERESTS OF OUR OTHER STOCKHOLDERS
Our executive officers, directors and other principal stockholders
beneficially own approximately 40% of our outstanding common stock. Although
these stockholders do not have majority control, they currently have, and likely
will continue to have, significant influence with respect to the election of our
directors and approval or disapproval of our significant corporate actions. This
influence over our affairs might be adverse to the interests of other
stockholders. In addition, the voting power of these stockholders could have the
effect of delaying or preventing a change in control of PLX.
THE ANTI-TAKEOVER PROVISIONS IN OUR CERTIFICATE OF INCORPORATION COULD ADVERSELY
AFFECT THE RIGHTS OF THE HOLDERS OF OUR COMMON STOCK
Anti-takeover provisions of Delaware law and our Certificate of
Incorporation may make a change in control of PLX more difficult, even if a
change in control would be beneficial to the stockholders. These provisions may
allow the Board of Directors to prevent changes in the management and control of
PLX. Under Delaware law, our Board of Directors may adopt additional
anti-takeover measures in the future.
One anti-takeover provision that we have is the ability of our Board of
Directors to determine the terms of preferred stock and issue preferred stock
without the approval of the holders of the common stock. Our Certificate of
Incorporation allows the issuance of up to 5,000,000 shares of preferred stock.
Currently, there are no shares of preferred stock outstanding. However, because
the rights and preferences of any series of preferred stock may be set by the
Board of Directors in its sole discretion without approval of the holders of the
common stock, the rights and preferences of this preferred stock may be superior
to those of the common stock. Accordingly, the rights of the holders of common
stock may be adversely affected.
10
<PAGE> 11
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, as well as the Forms 10-Q, 10-K and 8-K incorporated by
reference into this prospectus, include "Forward-Looking Statements." All
statements other than statements of historical fact are "Forward-Looking
Statements" for purposes of these provisions, including any projections of
earnings, revenues or other financial items, any statements of the plans and
objectives of management for future operations, any statements concerning
proposed new products or services, any statements regarding future economic
conditions or performance, and any statement of assumptions underlying any of
the foregoing. In some cases, Forward-Looking Statements can be identified by
the use of terminology such as "may," "will," "expects," "plans," "anticipates,"
"estimates," "potential," or "continue," or the negative thereof or other
comparable terminology. Although we believe that the expectations reflected in
the Forward-Looking Statements contained herein are reasonable, there can be no
assurance that such expectations or any of the Forward-Looking Statements will
prove to be correct, and actual results could differ materially from those
projected or assumed in the Forward-Looking Statements. Future financial
condition and results of operations, as well as any Forward-Looking Statements,
are subject to inherent risks and uncertainties, including but not limited to
the factors described under "Risk Factors" beginning on page 5 and the reasons
described elsewhere in this offering circular. All Forward-Looking Statements
and reasons why results may differ included in this offering circular are made
as of the date hereof, and we assume no obligation to update any such
Forward-Looking Statement or reason why actual results might differ.
11
<PAGE> 12
SELLING STOCKHOLDERS
The following table provides the names of and the number of shares of
Common Stock beneficially owned by each selling stockholder, and the number of
shares of Common Stock beneficially owned by each selling stockholder upon
completion of the offering or offerings pursuant to this prospectus, assuming
each selling stockholder offers and sells all of its or his/her respective
shares. Selling stockholders may, however, offer and sell all, or some or none
of their shares. Under some circumstances, the respective donees, pledgees and
transferees or other successors in interest of the selling stockholders may also
sell the shares listed below as being held by the selling stockholders. No
selling stockholder beneficially owns one percent or greater of the Company's
outstanding Common Stock.
<TABLE>
<CAPTION>
Beneficial Beneficial
Ownership Prior Ownership After
to Offering Offered the Offering
---------------- ---------------- ----------------
Number of Shares Number of Shares Number of Shares
---------------- ---------------- ----------------
<S> <C> <C> <C>
Argus Capital 8,788 8,788 0
Asia Tech Management 52,728 52,728 0
Avery Ventures I 10,390 10,390 0
BASS TRUST 2,237 2,237 0
Boucher Trust 1,118 1,118 0
Burbank Family Living Trust 1,974 1,974 0
Carlton Amdahl 5,176 5,176 0
Cathleen J. Blasco 26,266 26,266 0
Charlie Bass 1,950 1,950 0
Colby Gartin 351 351 0
Daniel Curtis 175 175 0
David Ridgeway 2,369 2,369 0
Draper Richards L.P. 35,152 35,152 0
Earl Cohen 268 268 0
Gordon T. and Allison L. Lee 4,251 4,251 0
Intel Corporation 89,514 89,514 0
Jack Regula 11,000 11,000 0
James Tindle 282 282 0
JBM Ventures Inc. 2,237 2,237 0
Kenneth Coleman 12,061 12,061 0
Lee Jackson 87 87 0
Luis Trabb-Pardo 9,806 9,806 0
Mahmood Khorasani 671 671 0
Mohammad Tamjidi 678 678 0
Mark Easley 5,431 5,431 0
Mentor Venture Partners, L.P. 21,930 21,930 0
Mezzamie Group 3,356 3,356 0
Michael Hackworth 18,119 18,119 0
Mitsui Comtek Corp. 22,378 22,378 0
Morris Property Trust 1,566 1,566 0
Murray Shohat 456 456 0
MVC Corporation 4,475 4,475 0
Philip E. White 1,118 1,118 0
Richard Boucher 856 856 0
Robert Certilman 5,431 5,431 0
Russ Lord 6,196 6,196 0
Silicon Valley Equity Fund, L.P. 44,756 44,756 0
Stephen C. Orr 4,251 4,251 0
Stephen Lau 14,127 14,127 0
TIMARK, L.P. 3,356 3,356 0
Tim Canepa 430 430 0
Warren T. Lazarow 1,789 1,789 0
Weber Trust 1,974 1,974 0
Yousef Bahadori 724 724 0
1267104 Ontario Limited 22,378 22,378 0
</TABLE>
12
<PAGE> 13
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time by the
holders of up to 464,626 shares of Common Stock. These shares were issued in
connection with the merger agreement among PLX and Sebring Systems, Inc. This
prospectus has been prepared in connection with registering these shares to
allow for sales of these shares by the applicable selling stockholders to the
public as required by the terms of the merger agreement. We have registered the
shares for sale pursuant to the terms of the merger agreement, but registration
of these shares does not necessarily mean that any of these shares will be
offered and sold by the holders thereof.
We will not receive any proceeds from this offering. The shares may be
sold from time to time to purchasers directly by any of the selling
stockholders, or under some circumstances, donees, pledgees, transferees or
other successors in interest ("Transferees") thereof. Alternatively, the selling
stockholders, or Transferees thereof, may from time to time offer the shares
through dealers or agents, who may receive compensation in the form of
commissions from the selling stockholders, or Transferees thereof, and/or the
purchasers of the shares for whom they may act as agent. The selling
stockholders, or Transferees thereof, and any dealers or agents that participate
in the distribution of the shares may be deemed to be "underwriters" within the
meaning of the Securities Act and any profit on the sale of the shares by them
and any commissions received by any such dealers or agents might be deemed to be
underwriting commissions under the Securities Act.
At a time a particular offer of the shares is made, a prospectus
supplement, if required, will be distributed that will set forth the name and
names of any dealers or agents and any commissions and other terms constituting
compensation from the selling stockholders, or Transferees thereof, and any
other required information. The shares may be sold from time to time at varying
prices determined at the time of sale or at negotiated prices.
In order to comply with the securities laws of certain states, if
applicable, the shares may be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in such state or an exemption
from such registration or qualification requirement is available and is complied
with.
The shares may also be sold in one or more of the following
transactions: (a) block transactions (which may involve crosses) in which a
broker-dealer may sell all or a portion of such stock as agent but may position
and resell all or a portion of the block as principal to facilitate the
transaction; (b) purchases by any such broker-dealer as principal and resale by
such broker-dealer for its own account pursuant to a prospectus supplement; (c)
ordinary brokerage transactions and transactions in which any such broker-dealer
solicits purchasers; (d) sales "at the market" to or through a market maker or
into an existing trading market, on an exchange or otherwise, for such shares;
and (e) sales in other ways not involving market makers or established trading
markets, including direct sales to purchasers. In effecting sales,
broker-dealers engaged by the selling stockholders may arrange for other
broker-dealers to participate.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual report on Form 10-K for
the year ended December 31, 1999, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered
pursuant to this prospectus will be passed upon for the Company by Morrison &
Foerster LLP, Palo Alto, California.
13
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated fees and expenses payable
by the Company in connection with the issuance and distribution of the Common
Stock registered hereby. All of such fees and expenses are estimates, except the
Securities Act registration fee.
<TABLE>
<CAPTION>
<S> <C>
Securities Act Registration Fee.................................... $ 4,393
Printing and duplicating fees...................................... 2,000
Legal fees and expenses............................................ 20,000
Accounting fees and expenses....................................... 10,000
Miscellaneous expenses............................................. 5,000
-------
*Total........................................................ $41,393
=======
</TABLE>
*None of the expenses listed above will be borne by the selling stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the General Corporate Law of the State of Delaware,
the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). The Registrant's
Amended and Restated 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 or 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
securities laws or state or federal environmental laws. The Registrant maintains
a policy of directors' and officers' liability insurance that insures the
Company's directors and officers against the costs of defense, settlement or
payment of a judgment under certain circumstances.
Pursuant to written agreement between the respective selling
stockholders and the Company, the directors and officers of the Company are
indemnified by such selling stockholders against certain civil liabilities that
they may incur under the Securities Act in connection with this registration
statement and the related prospectus.
ITEM 16. EXHIBITS
2.1+ - Form of Agreement and Plan of Merger dated April 19, 2000 by and among
PLX Technology, Inc., OKW Technology Acquisition Corporation and Sebring
Systems, Inc.
4.1* - Amended and Restated Certificate of Incorporation of Registrant
4.2* - Registrant's Amended and Restated Bylaws
5.1 - Opinion of Morrison & Foerster LLP
23.1 - Consent of Ernst & Young LLP, Independent Auditors
23.2 - Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1 - Power of Attorney (included on signature page hereto)
+ Incorporated by reference to Exhibit 2.1 to Registrant's current report on
Form 8-K (File No. 000-25699)
* Incorporated by reference to the exhibits previously filed with the
Registrant's Registration Statement on Form S-1 (Registration No. 333-71795)
14
<PAGE> 15
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) any deviation from the low or high and of the estimated
maximum offering price may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate changes in volume and
price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) 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; provided,
however, that subparagraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in the periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this
registration statement.
(2) 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
these securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby further undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual reports pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, when 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 to this registration statement 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.
The undersigned Registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance under Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus 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.
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 provisions described under Item 15 of this Registration
Statement, or otherwise (other than insurance), the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such 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
or paid 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 such Act and will be governed by the final adjudication
of such issue.
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 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 June 30, 2000.
PLX TECHNOLOGY, INC.
By: /s/ MICHAEL J. SALAMEH
-----------------------------
Michael J. Salameh
President
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Michael J. Salameh and Scott
M. Gibson, and each of them, as his true and lawful attorneys-in-fact and
agents, jointly and severally, with full power of substitution and
resubstitution, for and in his stead, in any and all capacities, to sign on his
behalf the registration statement on Form S-3 in connection with the sale by PLX
Technology, Inc. of shares of offered securities, and to execute any amendments
thereto (including post-effective amendments) or certificates that may be
required in connection with this registration statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission and granting unto said attorneys-in-fact
and agents, jointly and severally, the full power and authority to do and
perform each and every act and thing necessary or advisable to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, jointly and severally, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement on Form S-3 has been signed by the following persons in the capacities
and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL J. SALAMEH President June 30, 2000
-----------------------
Michael J. Salameh
/s/ SCOTT M. GIBSON Vice President, Chief Financial Officer June 30, 2000
-----------------------
Scott M. Gibson
/s/ D. JAMES GUZY Director and Chairman of the Board of June 30, 2000
----------------------- Directors
D. James Guzy
/s/ EUGENE FLATH Director June 30, 2000
-----------------------
Eugene Flath
/s/ TIMOTHY DRAPER Director June 30, 2000
-----------------------
Timothy Draper
Director
-----------------------
Young K. Sohn
/s/ JOHN H. HART Director June 30, 2000
-----------------------
John H. Hart
</TABLE>
16
<PAGE> 17
EXHIBIT INDEX
2.1+ - Form of Agreement and Plan of Merger dated April 19, 2000 by and among
PLX Technology, Inc., OKW Technology Acquisition Corporation and Sebring
Systems, Inc.
4.1* - Amended and Restated Certificate of Incorporation of Registrant
4.2* - Registrant's Amended and Restated Bylaws
5.1 - Opinion of Morrison & Foerster LLP
23.1 - Consent of Ernst & Young LLP, Independent Auditors
23.2 - Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1 - Power of Attorney (included on signature page hereto)
+ Incorporated by reference to Exhibit 2.1 to Registrant's current report on
Form 8-K (File No. 000-25699)
* Incorporated by reference to the exhibits previously filed with the
Registrant's Registration Statement on Form S-1 (Registration No. 333-71795)
17
