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Filed pursuant to Rule 424(B)(1)
Registration No. 333-40722
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
July 19, 2000 was $41.88 per share.
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INVESTING IN THE COMMON STOCK INVOLVES A HIGH LEVEL OF INVESTMENT RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 2 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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JULY 20, 2000
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TABLE OF CONTENTS
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PAGE
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Available Information....................................... 1
Incorporation of Certain Documents by Reference............. 1
The Company................................................. 2
Use of Proceeds............................................. 2
Risk Factors................................................ 2
Special Note Regarding Forward-Looking Statements........... 10
Selling Stockholders........................................ 11
Plan of Distribution........................................ 13
Experts..................................................... 14
Legal Matters............................................... 14
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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
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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.
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.
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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.
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
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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 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.
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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.
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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.
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
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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 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
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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,
- 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.
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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.
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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 2 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.
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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>
Alberta A. Pimentel...................... 548 548 0
Argus Capital............................ 8,788 8,788 0
Avery Ventures I......................... 11,486 11,486 0
The Balousek Family Limited Partnership
DTD 1/7/99............................. 164 164 0
BASS TRUST............................... 2,237 2,237 0
The 1998 Bauer Family Trust.............. 55 55 0
Burbank Family Living Trust.............. 1,974 1,974 0
The Burger Family Trust, DTD 3/28/98..... 219 219 0
Carlton Amdahl........................... 5,231 5,231 0
The Carse Living Trust, dated September
14, 1995............................... 548 548 0
Cathleen J. Blasco....................... 26,266 26,266 0
Charles A. Steinberg..................... 110 110 0
Charles Jaddallah........................ 548 548 0
Charlie Bass............................. 1,950 1,950 0
Child Family Trust....................... 219 219 0
Colby Gartin............................. 351 351 0
Daniel Curtis............................ 175 175 0
David I. Epstein......................... 110 110 0
David Ridgeway........................... 2,369 2,369 0
Draper Richards L.P...................... 35,152 35,152 0
Dunhill Bank Caribbean Limited........... 2,192 2,192 0
Earl Cohen............................... 268 268 0
Elan A. Schultz.......................... 164 164 0
Elwain B. & Lynne W. Martson............. 110 110 0
Giancarlo Family Trust U/D/T dated
November 2, 1998....................... 110 110 0
Goldman-Valeriote Trust.................. 548 548 0
Gordon T. and Allison L. Lee............. 4,251 4,251 0
Harold E. Hughes, Jr. & Nancy L.
Hughes................................. 219 219 0
Hausman Trust UA DTD 10/28/91............ 55 55 0
Intel Corporation........................ 89,514 89,514 0
Jack Regula.............................. 11,000 11,000 0
</TABLE>
11
<PAGE> 14
<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>
James M. Moran........................... 219 219 0
James Tindle............................. 282 282 0
Jamshid Basiji........................... 66 66 0
JBM Ventures Inc......................... 2,785 2,785 0
Jerrold B. Newman........................ 164 164 0
John A. Racioppi......................... 110 110 0
Jonathan G. Morgan....................... 219 219 0
Kenneth Coleman.......................... 12,280 12,280 0
Kris Chellam............................. 219 219 0
Krish Panu............................... 438 438 0
Krishnan Shah Family Limited Partners.... 1,096 1,096 0
Lee Jackson.............................. 87 87 0
Lerner Family Trust...................... 329 329 0
Luis Trabb-Pardo......................... 9,806 9,806 0
Mahmood Khorasani........................ 671 671 0
Margaret Parsons Wright Trust FBO George
H. Helmer.............................. 274 274 0
Margaret Parsons Wright Trust FBO
Hamilton W. Helmer..................... 274 274 0
Marilyn Bohl............................. 55 55 0
Mark Easley.............................. 5,431 5,431 0
Mark R. Paterson......................... 219 219 0
Matthew Mickle Werdegar.................. 219 219 0
Maurice Werdegar......................... 219 219 0
Mentor Venture Co., LLC.................. 218 218 0
Mezzamie Group........................... 3,685 3,685 0
Michael E. Lehman........................ 548 548 0
Michael Hackworth........................ 18,338 18,338 0
Mitsui Comtek Corp....................... 23,803 23,803 0
Mohammad Tamjidi......................... 678 678 0
Morris Property Trust.................... 1,566 1,566 0
Murray Shohat............................ 456 456 0
MVC Corporation.......................... 5,242 5,242 0
Nancy J. Pedot........................... 384 384 0
Paul S. Rapello.......................... 329 329 0
Phillip E. White......................... 1,118 1,118 0
Proulx Living Trust...................... 55 55 0
Richard Boucher.......................... 856 856 0
Richard D. Boucher and Geraldine A.
Boucher Trust U/D/T dated 5/17/76...... 1,228 1,228 0
Robert A. Young.......................... 164 164 0
Robert Certilman......................... 5,650 5,650 0
Roberta S. Karmel........................ 110 110 0
Russ Lord................................ 6,196 6,196 0
S. David Harrison........................ 55 55 0
</TABLE>
12
<PAGE> 15
<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>
Sai Hou Leong............................ 548 548 0
Silicon Valley Bancshares................ 548 548 0
Silicon Valley Equity Fund, L.P.......... 97,484 97,484 0
Stanton Advisors, Co..................... 219 219 0
Stephen C. Orr........................... 4,251 4,251 0
Stephen Y. Lau........................... 14,127 14,127 0
Thad L. McNulty.......................... 329 329 0
Tim Canepa............................... 430 430 0
TIMARK, L.P.............................. 3,356 3,356 0
Trustee of the Rohlen Revocable Trust
U/A/D 6/12/98.......................... 219 219 0
Venkatesh Family Living Trust............ 219 219 0
Warren T. Lazarow........................ 1,789 1,789 0
Weber Trust.............................. 1,974 1,974 0
Whitridge Family Trust................... 329 329 0
William George Marr Trust................ 219 219 0
William J. Raduchel Revocable Living
Trust.................................. 219 219 0
Yousef Bahadori.......................... 724 724 0
1267104 Ontario Limited.................. 24,570 24,570 0
</TABLE>
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.
13
<PAGE> 16
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.
14
