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)
July
19, 2005
CEVA,
INC.
(Exact
name of registrant as specified in its charter)
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State
of Delaware
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000-49842
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77-0556376
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(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 95110
(Address
of principal executive offices, including zip code)
(408)
514-2900
(Registrant’s
telephone number, including area code)
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
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o
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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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o
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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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Section
1 - Registrant’s Business and Operations
Item 1.01
Entry into a Material Definitive Agreement.
On
July
19, 2005, the Compensation Committee of the Registrant’s Board of Directors
granted a one-time, nonrecurring bonus of $40,000 to Mr. Gideon Wertheizer,
the
Registrant’s Chief Executive Officer, and increased his annual salary from
$160,000 to $200,000, such increase to be retroactive to January 1, 2005.
Section
5 - Corporate Governance and Management
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
Effective
July 19, 2005, the Registrant’s Board removed Mr. John Bourke as a “principal
financial officer” for purposes of enabling Mr. Bourke to sign the Registrant’s
Quarterly Report on Form 10-Q (the “Form 10-Q”), and, as deemed appropriate,
amendments, if any, thereto, for the Registrant’s first fiscal quarter ended
March 31, 2005 and certifications required under Sections 302 and 906 of
the
Sarbanes-Oxley Act of 2002. The appointment of Mr. Bourke to act as a “principal
financial officer” for these purposes was previously disclosed by the Registrant
on its Current Report on Form 8-K dated June 21, 2005.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
July
19, 2005 at the Annual Meeting of Stockholders, the stockholders of the
Registrant voted to approve an amendment to the Registrant’s Amended and
Restated Certificate of Incorporation (the “Certificate”) to reduce the shares
of Common Stock, par value $0.001 per share, of the Registrant authorized
for
issuance from 100,000,000 shares to 60,000,000. This action was recommended
and
approved by the Board to reduce the Registrant’s future annual franchise taxes.
Section
9 - Financial Statements and Exhibits
Item
9.01
Financial Statements and Exhibits.
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3.1
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Amendment
to Amended and Restated Certificate of Incorporation
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SIGNATURES
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 hereunto
duly authorized.
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CEVA,
INC.
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By:
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/s/
Yaniv Arieli
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Yaniv
Arieli
Chief
Financial Officer
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Date:
July
22, 2005
EXHIBIT
INDEX
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Exhibit
No.
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Description
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3
.1
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Amendment
to Amended and Restated Certificate of
Incorporation
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