sc13d08679006_01252013.htm

0000921895-13-000158.txt : 20130125 0000921895-13-000158.hdr.sgml : 20130125 20130125115250 ACCESSION NUMBER: 0000921895-13-000158 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130125 DATE AS OF CHANGE: 20130125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLX TECHNOLOGY INC CENTRAL INDEX KEY: 0000850579 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943008334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56235 FILM NUMBER: 13547723 BUSINESS ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4087749060 MAIL ADDRESS: STREET 1: 870 MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POTOMAC CAPITAL PARTNERS II LP CENTRAL INDEX KEY: 0001436622 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-5115 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 sc13d08679006_01252013.htm SCHEDULE 13D sc13d08679006_01252013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

PLX Technology, Inc.

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

693417107

(CUSIP Number)

Paul J. Solit

Eric Singer

POTOMAC CAPITAL PARTNERS II, L.P.

825 Third Avenue, 33rd Floor

New York, New York 10022

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 25, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 693417107

1	NAME OF REPORTING PERSON POTOMAC CAPITAL PARTNERS II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,381,957
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,381,957
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,381,957
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 693417107

1	NAME OF REPORTING PERSON POTOMAC CAPITAL MANAGEMENT II, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,381,957
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,381,957
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,381,957
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 693417107

1	NAME OF REPORTING PERSON POTOMAC CAPITAL PARTNERS III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 115,749
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 115,749
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 115,749
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 693417107

1	NAME OF REPORTING PERSON POTOMAC CAPITAL MANAGEMENT III, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 115,749
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 115,749
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 115,749
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 693417107

1	NAME OF REPORTING PERSON POTOMAC CAPITAL PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 807,739
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 807,739
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 807,739
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 693417107

1	NAME OF REPORTING PERSON POTOMAC CAPITAL MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 807,739
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 807,739
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 807,739
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 693417107

1	NAME OF REPORTING PERSON PAUL J. SOLIT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,305,445
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,305,445
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,305,445
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 693417107

1	NAME OF REPORTING PERSON ERIC SINGER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,497,706
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,497,706
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,497,706
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 693417107

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates to common shares, par value $0.001 (the “Shares”), of PLX Technology, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 870 W. Maude Avenue, Sunnyvale, California 94085.

Item 2.

Identity and Background.

(a) This statement is filed by Potomac Capital Partners II, L.P., a Delaware limited partnership (“PCP II”), Potomac Capital Management II, L.L.C., a Delaware limited liability company (“Potomac Management II”), Potomac Capital Partners III, L.P., a Delaware limited partnership (“PCP III”), Potomac Capital Management III, L.L.C., a Delaware limited liability company (“Potomac Management III”), Potomac Capital Partners L.P., a Delaware limited partnership (“PCP”), Potomac Capital Management, L.L.C., a Delaware limited liability company (“Potomac Management”), Paul J. Solit and Eric Singer. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of the Reporting Persons is 825 Third Ave, 33rd Floor, New York, New York 10022.

(c) The principal business of PCP II is investing in securities. The principal business of Potomac Management II is acting as the general partner of PCP II. The principal business of PCP III is investing in securities. The principal business of Potomac Management III is acting as the general partner of PCP III. The principal business of PCP is investing in securities. The principal business of Potomac Management is acting as the general partner of PCP. The principal occupation of Mr. Solit is serving as the co-managing member of each of Potomac Management II and Potomac Management III and as the managing member of Potomac Management. The principal occupation of Mr. Singer is serving as the co-managing member of each of Potomac Management II and Potomac Management III.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of PCP II, Potomac Management II, PCP III, Potomac Management III, PCP and Potomac Management is organized under the laws of the State of Delaware. Messrs. Solit and Singer are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 1,381,957 Shares owned directly by PCP II is approximately $6,060,650, including brokerage commissions. The Shares owned directly by PCP II were acquired with its working capital.

CUSIP NO. 693417107

The aggregate purchase price of the 115,749 Shares owned directly by PCP III is approximately $476,089, including brokerage commissions. The Shares owned directly by PCP III were acquired with its working capital.

The aggregate purchase price of the 807,739 Shares owned directly by PCP is approximately $3,411,295, including brokerage commissions. The Shares owned directly by PCP were acquired with its working capital.

PCP II, PCP III and PCP each effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On January 25, 2013, the Reporting Persons delivered a letter to the Board of Directors of the Issuer (the “Board”). In the letter, the Reporting Persons stated their belief that the Board and management of the Issuer should immediately commence a process of a thorough review of all strategic alternatives available to the Issuer and that the Issuer should not remain an independent public company. The Reporting Persons noted that during the “go-shop” period of the now abandoned transaction with Integrated Device Technology, Inc., there had been market interest in the possible acquisition of the Issuer and an interested party had submitted a formal competing offer for an all cash acquisition of the Issuer. The letter concluded that as a result of the recent divestiture of unprofitable non-core businesses and $20 million annual operating expense reduction, the Issuer represents an even more attractive acquisition target today and, therefore, shareholder value can be maximized only through a robust exploration and evaluation of all available strategic options and value-maximizing opportunities. The full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer, the Reporting Persons’ investment and strategic alternatives available to the Issuer, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

CUSIP NO. 693417107

Item 5.

Interest in Securities of the Issuer.

(a) The aggregate percentage of Shares reported owned by each Reporting Person is based upon 45,061,030 Shares outstanding, which is the total number of Shares outstanding as of December 5, 2012 as reported in the Issuer’s Amendment No. 9 to Schedule TO, filed with the Securities and Exchange Commission on December 7, 2012.

As of the close of business on January 24, 2013, PCP II beneficially owns 1,381,957 Shares, constituting approximately 3.1% of the Shares outstanding. By virtue of their relationships with PCP II discussed in further detail in Item 2, each of Potomac Management II and Messrs. Solit and Singer may be deemed to beneficially own the Shares beneficially owned by PCP II.

As of the close of business on January 24, 2013, PCP III beneficially owns 115,749 Shares, constituting less than 1% of the Shares outstanding. By virtue of their relationships with PCP III discussed in further detail in Item 2, each of Potomac Management III and Messrs. Solit and Singer may be deemed to beneficially own the Shares beneficially owned by PCP III.

As of the close of business on January 24, 2013, PCP beneficially owned 807,739 Shares, constituting approximately 1.8% of the Shares outstanding. By virtue of their relationships with PCP discussed in further detail in Item 2, each of Potomac Management and Mr. Solit may be deemed to beneficially own the Shares beneficially owned by PCP.

(b) PCP II, Potomac Management II and Messrs. Solit and Singer share the power to vote and dispose of the Shares beneficially owned by PCP II. PCP III, Potomac Management III and Messrs. Solit and Singer share the power to vote and dispose of the Shares beneficially owned by PCP III. PCP, Potomac Management and Mr. Solit share the power to vote and dispose of the Shares beneficially owned by PCP.

(c) Schedule A annexed hereto lists all transactions in the Shares during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market, except as otherwise noted.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On January 25, 2013, PCP II, Potomac Management II, PCP III, Potomac Management III, PCP, Potomac Management and Messrs. Solit and Singer entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.

CUSIP NO. 693417107

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

99.1

Letter to the Board dated January 25, 2013.

99.2

Joint Filing Agreement by and among Potomac Capital Partners II, L.P., Potomac Capital Management II, L.L.C., Potomac Capital Partners III L.P., Potomac Capital Management III, L.L.C., Potomac Capital Partners L.P., Potomac Capital Management, L.L.C., Paul J. Solit and Eric Singer, dated January 25, 2013.

CUSIP NO. 693417107

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 25, 2013	POTOMAC CAPITAL PARTNERS II, L.P.

	By:	Potomac Capital Management II, L.L.C.
		General Partner

	By:	/s/ Paul J. Solit
	Name:	Paul J. Solit
	Title:	Co-Managing Member

	POTOMAC CAPITAL MANAGEMENT II, L.L.C.

	By:	/s/ Paul J. Solit
	Name:	Paul J. Solit
	Title:	Co-Managing Member

	POTOMAC CAPITAL PARTNERS III, L.P.

	By:	Potomac Capital Management III, L.L.C.
		General Partner

	By:	/s/ Paul J. Solit
	Name:	Paul J. Solit
	Title:	Co-Managing Member

	POTOMAC CAPITAL MANAGEMENT III, L.L.C.

	By:	/s/ Paul J. Solit
	Name:	Paul J. Solit
	Title:	Co-Managing Member

	POTOMAC CAPITAL PARTNERS L.P.

	By:	Potomac Capital Management, L.L.C.
		General Partner

	By:	/s/ Paul J. Solit
	Name:	Paul J. Solit
	Title:	Managing Member

CUSIP NO. 693417107

	POTOMAC CAPITAL MANAGEMENT, L.L.C.

	By:	/s/ Paul J. Solit
	Name:	Paul J. Solit
	Title:	Managing Member

	/s/ Paul J. Solit
	PAUL J. SOLIT

	/s/ Eric Singer
	ERIC SINGER

CUSIP NO. 693417107

SCHEDULE A

Transactions in the Shares During the Past 60 Days

Shares of Common

Stock Purchased/ (Sold)

Price Per

Share($)

Date of

Purchase

POTOMAC CAPITAL PARTNERS II, L.P.

25,000	4.5099	12/11/12
1,000	4.5500	12/17/12
25,000	4.5449	12/17/12
25,000	3.7027	12/19/12
25,000	3.6494	12/27/12
200,036	4.0339	01/10/13
70,210	4.0384	01/11/13
14,421	4.2500	01/11/13
87,974	4.2301	01/11/13
15,762	4.2523	01/15/13
10,142	4.3717	01/17/13
32,000	4.4360	01/18/13
25,000	4.5000	01/23/13
825,412	4.5300	01/23/13

POTOMAC CAPITAL MANAGEMENT II, L.L.C.

None

POTOMAC CAPITAL PARTNERS III, L.P.

62,135	4.0339	01/09/13
21,809	4.0384	01/10/13
27,326	4.2301	01/11/13
4,479	4.2500	01/11/13

POTOMAC CAPITAL MANAGEMENT III, L.L.C.

None

CUSIP NO. 693417107

POTOMAC CAPITAL PARTNERS L.P.

20,034	4.0746	11/13/12
601	4.0683	11/13/12
43,000	4.0820	11/14/12
8,802	4.0977	11/15/12
31,000	4.0484	11/16/12
66,400	3.7027	12/19/12
5,000	3.6538	12/20/12
40,059	3.5532	12/21/12
5,900	3.5151	12/21/12
13,500	3.4555	12/24/12
8,700	3.6277	12/27/12
7,700	3.5896	12/28/12
180,000	4.2563	01/14/13
116,138	4.2523	01/15/13
143,758	4.3717	01/17/13
117,147	4.5000	01/23/13

POTOMAC CAPITAL MANAGEMENT, L.L.C.

None

PAUL J. SOLIT

None

ERIC SINGER

None

EX-99.1 2 ex991to13d08679006_01252013.htm JOINT FILING AGREEMENT ex991to13d08679006_01252013.htm

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.001, of PLX Technology, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: January 25, 2013	POTOMAC CAPITAL PARTNERS II, L.P.

	By:	Potomac Capital Management II, L.L.C.
		General Partner

	By:	/s/ Paul J. Solit
	Name:	Paul J. Solit
	Title:	Co-Managing Member

	POTOMAC CAPITAL MANAGEMENT II, L.L.C.

	By:	/s/ Paul J. Solit
	Name:	Paul J. Solit
	Title:	Co-Managing Member

	POTOMAC CAPITAL PARTNERS III, L.P.

	By:	Potomac Capital Management III, L.L.C.
		General Partner

	By:	/s/ Paul J. Solit
	Name:	Paul J. Solit
	Title:	Co-Managing Member

	POTOMAC CAPITAL MANAGEMENT III, L.L.C.

	By:	/s/ Paul J. Solit
	Name:	Paul J. Solit
	Title:	Co-Managing Member

	POTOMAC CAPITAL PARTNERS L.P.

	By:	/s/ Paul J. Solit
	Name:	Paul J. Solit
	Title:	Co-Managing Member

	POTOMAC CAPITAL MANAGEMENT, L.L.C.

	By:	/s/ Paul J. Solit
	Name:	Paul J. Solit
	Title:	Co-Managing Member

	/s/ Paul J. Solit
	PAUL J. SOLIT

	/s/ Eric Singer
	ERIC SINGER

EX-99.2 3 ex992to13d08679006_01252013.htm LETTER TO THE BOARD ex992to13d08679006_01252013.htm

Exhibit 99.2

January 25, 2013

VIA ELECTRONIC DELIVERY & OVERNIGHT MAIL

The Board of Directors

PLX Technology, Inc.

870 W. Maude Avenue

Sunnyvale, California 94085

Dear Members of the Board,

Potomac Capital Management II, LLC, together with its affiliates (“Potomac”), is a significant shareholder of PLX Technology, Inc. (“PLX” or the “Company”). We have carefully studied and analyzed PLX’s business, history and prospects. We invested in the Company because we believe the stock represents compelling value. However, for that value to be realized, PLX must pursue a strategic direction that maximizes value for shareholders. We believe that in the current context, in order to maximize value the Board of Directors (the “Board”) and management must immediately commence a process of a thorough review of all strategic alternatives available to the Company and we do not believe that PLX should remain an independent public company.

We believe that shareholder value can best be created by capitalizing on the historic interest in PLX from potential acquirers, while leveraging the improved operating model of the Company. However, action must be taken urgently and decisively. Following the collapse of the Company’s contemplated transaction with Integrated Device Technology, Inc. (“IDTI”), pursuant to which IDTI would have acquired PLX, credible alternatives to the current unhealthy limbo can only come from a fair and thorough review of all strategic alternatives. The IDTI transaction failed as a result of antitrust issues and was abandoned by the parties on December 19, 2012, in response to the decision of the United States Federal Trade Commission to file an administrative complaint challenging IDTI’s proposed acquisition of PLX. However, we believe that other potential acquirers, including some who have already expressed interest in acquiring PLX, in whole or in part, will not face similar antitrust roadblocks. The Company’s strengthened focus and technology leadership in its core PCI Express business, $20 million annual operating expense reduction, attractive margin profile, intellectual property and undervaluation in the public market make it an attractive target of both strategic and financial interest. It is imperative that the Board and management translate this interest into a value-maximizing transaction.

It is no secret that even prior to the announcement of the potential transaction with IDTI, PLX was losing money and under the auspices of the majority of the current Board embarked on a failed acquisition strategy that destroyed enormous shareholder value. PLX was also facing pressure from its shareholders to sell itself. Fellow shareholders had made the case that the combination of the emergence of PCI Express as the dominant high speed inter-connect, the strategic value of PLX’s dominant position in PCI Express switches, and the cost synergies a large acquirer could recognize, would enable the Company to achieve an acquisition value substantially higher than what the Company could achieve as a standalone business. The IDTI transaction further demonstrated that strategic buyers could generate significant synergies from a combination with PLX. IDTI was willing to pay a substantial premium to PLX’s share price on the day prior to the announcement of the transaction, largely on the expectation that it could generate an estimated $35 million or more of synergies from PLX by fiscal year 2014.

Perhaps most telling is the market interest in a possible acquisition of PLX during the “go-shop” period contemplated under the IDTI transaction. According to the Company’s public filings, during the “go-shop” period, Deutsche Bank, which conducted the “go-shop” process on behalf of PLX, contacted thirty-seven (37) potential bidders to determine their level of interest in exploring an acquisition of PLX The Company entered into non-disclosure agreements with four (4) of the parties who expressed an affirmative interest in further discussing a potential transaction with PLX. At the request of each of those four (4) parties, PLX gave management presentations about PLX’s business to each of such parties. One interested party submitted a formal competing offer to the Company proposing a potential all-cash acquisition of PLX. After reviewing the proposal and consulting with its financial and legal advisors, the PLX Board determined to continue to pursue the IDTI transaction instead. Now that antitrust roadblocks have caused PLX and IDTI to abandon that deal, it is time for the Board and management of the Company to give this competing proposal some serious consideration.

All indications are that a robust and thorough evaluation of available strategic alternatives would help PLX identify far superior ways to enhance shareholder value than it could achieve as a standalone company. Accordingly, we are puzzled by recent statements by David Raun, upon his appointment as a permanent President and CEO, that he is “…very excited about PLX’s prospects as an independent company.” If it is indeed the case that the pursuit of this stated strategy of the Company as a standalone business is the optimal course to realizing and delivering value for shareholders, then the Board and management owe it to shareholders to explain how so. We demand that the directors and management of PLX disclose details of their deliberations regarding any offers that the Company has received in the recent past, including interest in PLX expressed during the “go-shop” period, their assessment of the strategic alternatives available to the Company and their rationale for concluding that a rejection of such offers maximizes value for shareholders. The Board and management must defend and explain their position why re-initiating a robust process of strategic review would not unlock maximum value for the owners of the Company.

Now, more than ever, PLX represents an attractive acquisition target for potential buyers. Much of the work that was necessary to address issues with the Company’s bloated cost structure and failure to utilize its technological leadership position have been completed in the context of the now-abandoned IDTI transaction. Efforts to pursue a prudent strategy by divesting of non-core businesses and streamlining expenses should help to increase PLX’s appeal to potential buyers. The divestiture of these unprofitable businesses has had only minimal impact on revenue while helping achieve reduced annual operating expenses by about $20 million, according to Mr. Raun’s public remarks. Mr. Raun has projected that “[a]ll significant remaining costs associated with these divested products lines will be eliminated by the end of the current quarter.” We believe that the infusion of cash from the Entropic and Aquantia transactions has further strengthened the Company’s balance sheet and has made PLX a cleaner more attractive acquisition candidate today than during the “go-shop” period of the IDTI transaction. Accordingly, it is imperative and urgent that the Board and management immediately engage a nationally recognized investment bank and commence a robust process of exploration and evaluation of all available strategic options and value-maximizing opportunities.

We will continue to monitor PLX’s progress, including the upcoming earnings report due on Monday, January 28, 2013. We anticipate that the Company’s reported financial results will provide further support for our proposed course of exploring all strategic alternatives available to the Company. We hope and expect that the Board and management will consider seriously our constructive input and will act to protect shareholder interests by commencing a rigorous exploration of strategic alternatives in compliance with its fiduciary duties. Our relentless focus is on ensuring that necessary steps are taken to build and maximize shareholder value. Based on the Board’s response and actions and the financial condition of the business, we are fully prepared to pursue all options available to us to unlock value for the benefit of all shareholders.

Sincerely,

/s/ Eric Singer

Eric Singer

Co-managing member

Potomac Capital Management II, LLC

cc: Steve Wolosky, Esq., Olshan Frome Wolosky LLP