UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 29, 2008
CEVA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-49842
(Commission File Number)
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77-0556376
(I.R.S. Employer Identification No.) |
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2033 Gateway Place, Suite 150, San Jose, CA
(Address of Principal Executive Offices)
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95110
(Zip Code) |
408/514-2900
(Registrant’s Telephone Number, Including Area Code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| ITEM 2.02. |
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On April 29, 2008, CEVA, Inc. (the “Company”) announced its financial results for the quarter
ended March 31, 2008. A copy of the press release, dated April 29, 2008, is attached and filed
herewith as Exhibit 99.1. This information, including Exhibit 99.1 attached hereto, shall not be
deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference to such filing.
In addition to the disclosure of financial results for the quarter ended March 31, 2008 in
accordance with generally accepted accounting principles in the United States (“GAAP”), the press
release also included a reconciliation of financial measures for the quarters ended March 31, 2008
and 2007 that excluded for the quarter ended March 31, 2008, the expenses associated with the
application of Statement of Financial Accounting Standards (“SFAS”) 123(R), reorganization expense,
net of taxes, associated with the termination of the long-term Harcourt lease property in Ireland
and capital gains, net of taxes, associated with the Company’s divestment of its equity investment
in GloNav Inc. to NXP Semiconductors.
The Company believes that the reconciliation of financial measures in the press release is
useful to investors in analyzing the results for the quarters ended March 31, 2008 and 2007 because
the non-GAAP presentation excluded non-cash equity-based compensation expenses, reorganization
expense associated with the Harcourt lease and capital gains associated with the equity divestment
that management does not consider meaningful for purposes of analyzing the Company’s core operating
results and making budget-planning decisions. Further, the Company believes it is useful for
investors to understand how the expenses associated with the application of SFAS 123(R) are
reflected on its statements of income. The reconciliation of financial measures should be reviewed
in addition to and in conjunction with results presented in accordance with GAAP, and are intended
to provide additional insight into the Company’s operations that, when viewed with its GAAP results
and the accompanying reconciliation, offer a more complete understanding of factors and trends
affecting the Company’s business. The reconciliation of financial measures should not be viewed as
a substitute for the Company’s reported GAAP results.
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| ITEM 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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99.1 |
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Press Release of CEVA, Inc., dated April 29, 2008. |