UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
8-K





CURRENT
REPORT


PURSUANT
TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934








Date of
Report (Date of earliest event reported): May 22, 2009








PLX TECHNOLOGY,
INC.


(Exact
Name of Registrant as Specified in its Charter)








DELAWARE


(State
or Other Jurisdiction of Incorporation)








000-25699                                    94-3008334


(Commission
File
Number)                      (I.R.S.
Employer Identification No.)








870
W. Maude Avenue, Sunnyvale, California 94085


(Address
of Principal Executive Offices) (Zip Code)








(408)
774-9060


(Registrant's
telephone number, including area code)








Not
Applicable


(Former
Name or Former Address, if Changed Since Last Report)








Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):





[
]  Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)





[
]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)





[
]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))





[
]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))









Item
3.02.                      Unregistered
Sales of Equity Securities.





On December 15, 2008, PLX Technology,
Inc. (“PLX”)
entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Osprey Acquisition Sub, Inc., a wholly-owned subsidiary of PLX, Oxford
Semiconductor, Inc. (“Oxford”) and
VantagePoint Venture Partners IV (Q), L.P., in its capacity as stockholder
representative.  On January 2, 2009, PLX completed the acquisition of
Oxford pursuant to the terms of the Merger Agreement, as
amended.





Pursuant to the Merger Agreement, PLX
acquired all of the outstanding shares of capital stock of Oxford in exchange
for 5,600,000 shares of common stock of PLX and a promissory note in the
principal amount of $14,200,000 (the “Note”) that will be
satisfied by either (i) the issuance of an additional 3,400,000 shares of common
stock of PLX (the “Note Satisfaction
Shares”) upon approval of PLX’s stockholders, or (ii) the repayment of
the principal amount of the Note if such stockholder approval is not obtained by
June 30, 2009.





PLX
convened a special meeting of its stockholders for the purpose of voting on the
approval of the issuance of the Note Satisfaction Shares on May 22, 2009 (the
“Special
Meeting”), at which meeting the stockholders approved such
issuance.  The Note Satisfaction Shares are being issued in a
transaction exempt from registration under the Securities Act of 1933, as
amended (the “Act”) by reason of
Section 4(2) thereof and/or Regulation D promulgated under the
Act.  PLX intends to file a registration statement on Form S-3
covering the resale into the public market of the Note Satisfaction
Shares.





On May
27, 2009, PLX issued a press release, a copy of which is attached hereto as
Exhibit 99.1, announcing the stockholder approval of the issuance of the Note
Satisfaction Shares. The press release is incorporated herein by
reference.





Item
9.01                      Financial
Statements and Exhibits





The
following exhibits are being furnished with this Current Report on Form
8-K:





Exhibit
Number             Description


____________            _________





99.1                                
Press Release dated May 27, 2009.









SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.




PLX
      TECHNOLOGY, INC.(the Registrant)Dated: 
      May 27, 2009
              By:
              /s/ ARTHUR
      O. WHIPPLEArthur
      O. WhippleChief
      Financial Officer








EXHIBIT
INDEX




Exhibit
Number             Description
 ____________            _________
 
 99.1                                
Press Release dated May 27, 2009.