News Column

PLX TECHNOLOGY INC FILES (8-K) Disclosing Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

August 12, 2014



Item 1.02 Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger, the Company repaid all outstanding obligations under the Loan and Security Agreement, dated as of September 30, 2011 (together with all amendments and ancillary and/or related documents thereto, the "Loan and Security Agreement"), between Silicon Valley Bank and the Company. In connection therewith, the Company and its subsidiaries delivered all notices and took all other actions to facilitate and cause the termination of the Loan and Security Agreement, the repayment in full of all obligations then outstanding thereunder and the release of any security interests in connection therewith, effective as of August 12, 2014.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure under the Introductory Note and Item 3.01 is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 12, 2014, the Company (i) notified the NASDAQ Stock Market LLC ("NASDAQ") of the consummation of the Merger and (ii) requested that NASDAQ (x) halt trading in the Shares for August 12, 2014 and suspend trading of the Shares effective August 13, 2014 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure under the Introductory Note, Item 3.01 and Item 5.03 is incorporated herein by reference.

3 --------------------------------------------------------------------------------



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, Michael J. Salameh, John H. Hart, Patrick Verderico, Ralph H. Schmitt, David K. Raun, Martin Colombatto, Stephen Domenik and Eric Singer each ceased to be directors of the Company and members of any committee of the Company's Board of Directors. At the Effective Time, David K. Raun, Arthur Whipple, Gene Schaeffer, Michael Grubisich and Vijay Meduri each ceased to be officers of the Company.

Pursuant to the Merger Agreement, at the Effective Time, the directors of the Purchaser immediately prior to the Effective Time became the directors of the Surviving Corporation. Upon consummation of the Merger, Hock E. Tan was elected President and Chief Executive Officer and Anthony E. Maslowski was elected Vice President, Chief Financial Officer and Secretary of the Surviving Corporation.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's certificate of incorporation was amended and restated in its entirety as set forth in Exhibit B to the Merger Agreement. A copy of the Company's Third Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's bylaws were amended and restated in their entirety as set forth in Exhibit C to the Merger Agreement. A copy of the Company's amended and restated bylaws is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 3.1 Third Amended and Restated Certificate of Incorporation of PLX Technology, Inc.* 3.2 Second Amended and Restated Bylaws of PLX Technology, Inc.* * Filed herewith. 4



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters