the 2009 Annual Report (pdf) - PLX Technology

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO _____________ Commission file number 0-25699 PLX Technology, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 94-3008334 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 870 W. Maude Avenue Sunnyvale, California 94085 (408) 774-9060 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Title of Each Class: Common Stock, par value $0.001 per share Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Name of Each Exchange on which Registered The NASDAQ Stock Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes [ ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. [X] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act (Check One): Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Smaller reporting company [ ] Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant's common stock on June 30, 2009, as reported on The NASDAQ Global Market, was $129,142,345. The number of shares of common stock outstanding at February 28, 2010 was 37,025,078. DOCUMENTS INCORPORATED BY REFERENCE PART III OF THIS REPORT ON FORM 10-K INCORPORATES INFORMATION BY REFERENCE FROM THE REGISTRANT'S PROXY STATEMENT FOR ITS 2010 ANNUAL MEETING OF STOCKHOLDERS - ITEMS 10, 11, 12 13 AND 14.
PLX Technology, Inc. INDEX TO ANNUAL REPORT ON FORM 10-K FOR YEAR ENDED DECEMBER 31, 2009 Part I. Page Item 1. Business……………………………………………………………………………………………………………… 2 Item 1A. Risk Factors………………………………………………………………………………………………………… 11 Item 1B. Unresolved Staff Comments……………………………………………………………………………………… 18 Item 2. Properties…………………………………………………………………………………………………………… 18 Item 3. Legal Proceedings…………………………………………………………………………………………………… 18 Part II. Item 5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities……………………………………………………………………… 19 Item 6. Selected Financial Data…………………………………………………………………………………………… 21 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations……………… 21 Item 7A. Quantitative and Qualitative Disclosures About Market Risk………………………………………………… 32 Item 8. Financial Statements and Supplementary Data………………………………………………………………… 33 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures…………… 33 Item 9A. Controls and Procedures…………………………………………………………………………………………… 33 Item 9B. Other Information…………………………………………………………………………………………………… 34 Part III. Item 10. Directors, Executive Officers and Corporate Governance……………………………………………………… 35 Item 11. Executive Compensation…………………………………………………………………………………………… 35 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters… 35 Item 13. Certain Relationships and Related Transactions, and Director Independence……………………………… 35 Item 14. Principal Accountant Fees and Services………………………………………………………………………… 35 Part IV. Item 15. Exhibits and Financial Statement Schedules……………………………………………………………………… 36 Signatures ………………………………………………………………………………………………………………………… 66 1
Page 2 and 3: To PLX Stakeholders: PLX is positio
Page 6 and 7: PART I ITEM 1: BUSINESS Overview PL
Page 8 and 9: The disks themselves have made the
Page 10 and 11: ehaviors often exist. PLX has a ded
Page 12 and 13: tools are more comprehensive than c
Page 14 and 15: Manufacturing We have adopted a "fa
Page 16 and 17: investment portfolio could be negat
Page 18 and 19: alternative technologies, capital s
Page 20 and 21: We record as expenses the costs rel
Page 22 and 23: that may be considered a change in
Page 24 and 25: Performance Graph COMPARISON OF 5 Y
Page 26 and 27: of I/O connectivity solutions for h
Page 28 and 29: Results of Operations Comparison of
Page 30 and 31: Years Ended December 31, 2009 2008
Page 32 and 33: Interest Income, Interest Expense a
Page 34 and 35: As of December 31, 2009, we had the
Page 36 and 37: management’s assessment that real
Page 38 and 39: Our independent registered public a
Page 40 and 41: PART IV ITEM 15: EXHIBITS AND FINAN
Page 42 and 43: The Board of Directors and Stockhol
Page 44 and 45: PLX TECHNOLOGY, INC. CONSOLIDATED B
Page 46 and 47: PLX TECHNOLOGY, INC. CONSOLIDATED S
Page 48 and 49: PLX TECHNOLOGY, INC. NOTES TO CONSO
Page 50 and 51: Long-lived Asset Impairment Long-li
Page 52 and 53: Comprehensive Income (Loss) The com
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These factors could change in the f
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3. Net Income (Loss) Per Share The
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December 31, 2008 Amortized Unreali
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an amount equal to that excess. The
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Pro Forma Year Ended December 31 20
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12. Income Taxes The provision (ben
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A reconciliation of the beginning a
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Revenues by product type were as fo
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SIGNATURES Pursuant to the requirem
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EXHIBIT INDEX Exh i bi t Number Des
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EXHIBIT 23.1 PLX Technology, Inc. S
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EXHIBIT 31.2 CERTIFICATION PURSUANT
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PLX Technology, Inc. 870 W. Maude A
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