##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A
AMENDMENT NO. 1 TO FORM 10-Q

|           |  |                                                                                                                                                       |  | 
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|(Mark One)
|[X]        |  | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002.            |  | 
|          
|           |  | 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
(State or Other Jurisdiction of
Incorporation or Organization) |  | 94-3008334
(I.R.S. Employer Identification No.)

870 Maude Avenue, Sunnyvale, CA 94085
(Address of Principal Executive Offices) (Zip Code)

Registrants Telephone Number, Including Area Code: (408) 774-9060

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 [   ]

As of October 31, 2002, there were 21,156,598 shares of common stock, par value
$0.001 per share, outstanding.





---

TABLE OF CONTENTS



|              |  |  |  |  |  |  |  | 
|------------- |  |  |  |  |  |  |  | 
|SIGNATURE    
|EXHIBIT INDEX
|EXHIBIT 99.1 
|EXHIBIT 99.2 



---



##### Table of Contents



EXPLANATORY NOTE

This Amendment to the Registrants Form 10-Q for the quarterly period ended
September 30, 2002 is being filed to include the certifications required by
Rule 13a-14 of the Securities Exchange Act of 1934 in accord with Section 302
of the Sarbanes-Oxley Act of 2002, which certifications were mistakenly filed
as exhibits to the Registrants Form 10-Q and to include the certifications
required by Section 1350 of Chapter 63 of Title 18 of the United States Code,
which certifications were mistakenly omitted from the Registrants Form 10-Q.
The remainder of the Registrants Form 10-Q remains as previously filed on
November 1, 2002 (the Original Filing). This Amendment to the Registrants
Form 10-Q continues to speak as of the date of the Original Filing and the
Registrant has not updated the disclosure in this Amendment to Form 10-Q to
speak as of a later date.

2



---



##### Table of Contents






SIGNATURE

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

|                       |                                                                                                                        |                  
|---------------------- | ---------------------------------------------------------------------------------------------------------------------- | -----------------
|                       | PLX TECHNOLOGY, INC.                                                                                                  
|                      
|Date: November 8, 2002 | By                                                                                                                     | /s/ Rafael Torres
|                       |                                                                                                                       
|                       | Rafael Torres
Vice President, Finance and
Chief Financial Officer
(Authorized Officer and
Principal Financial Officer)





---



##### Table of Contents



CERTIFICATION

I, Michael J. Salameh, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of PLX Technology,
Inc.;                                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 8, 2002

| |     |                             
| | --- | ----------------------------
| | By: | /s/ Michael J. Salameh      
| |    
| |     | Michael J. Salameh
President

25



---



##### Table of Contents



CERTIFICATION

I, Rafael Torres, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of PLX Technology,
Inc.;                                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 8, 2002

| |     |                                      
| | --- | -------------------------------------
| | By: | /s/ Rafael Torres                    
| |     |                                      
| |     | Rafael Torres
Chief Financial Officer

26



---



##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                         
|Number  |  | Description                                                                                                                                                             
|        |  |                                                                                                                                                                         
|2.1(1)  |  | Agreement and Plan of Merger dated April 19, 2000 by and among
PLX Technology, Inc., OKW Technology Acquisition Corporation
and Sebring Systems, Inc.                   
|99.1    |  | Certification of President dated November 8, 2002 in accordance
with 18 U.S.C. 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.              
|99.2    |  | Certification of Chief Financial Officer dated November 8, 2002
in accordance with 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.



---

|(1) |  | Incorporated by reference to Exhibit 2.1 to Form 8-K as filed on June 2, 2000.
|--- |  | ------------------------------------------------------------------------------