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): July 23, 2008
CEVA, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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000-49842 |
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77-0556376 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2033 Gateway Place, Suite 150, San Jose, CA
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95110 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 408/514-2900
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| (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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 23, 2008, CEVA, Inc. (the “Company”) announced its financial results for the quarter
ended June 30, 2008. A copy of the press release, dated July 23, 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 and the six-months period
ended June 30, 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 June 30, 2008 and 2007, as well as the six-months periods ended June 30, 2008 and
2008, that excluded the expenses associated with the application of Statement of Financial
Accounting Standards (“SFAS”) 123(R), reorganization expense 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 and a disposal
related to another investment.
The Company believes that the reconciliation of financial measures in the press release is
useful to investors in analyzing the results for the quarters and the six-month periods ended June
30, 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 of GloNav Inc and another investment 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.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release of CEVA, Inc., dated July 23, 2008.