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): December 8, 2003

 

 

CEVA, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   000-49842   77-0556376

(State or Other

Jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

2033 Gateway Place, Suite 150, San Jose, California    95110
(Address of Principal Executive Offices)    (Zip Code)

 

Registrant’s telephone number, including area code: (408) 514-2900

 

ParthusCeva, Inc.

(Former name or former address, if changed since last report)

 

Item 5.   Other Events.

 

On December 8, 2003, the registrant changed its name from ParthusCeva, Inc. to CEVA, Inc. The change was effected pursuant to Section 253 of the General Corporation Law of the State of Delaware by the merger of a wholly owned subsidiary into the registrant. The registrant was the surviving corporation and, pursuant to the merger, its name was changed to CEVA, Inc. The registrant’s common stock now trades on the NASDAQ National Market under the symbol “CEVA” and has been assigned the CUSIP number 157210 10 5.

 

Item 7.   Exhibits.

 

Exhibit
  

Description

3.1    Certificate of Ownership and Merger merging CEVA, Inc., a wholly owned subsidiary, into ParthusCeva, Inc. pursuant to Section 253 of the General Corporation Law of the State of Delaware
4.1    Specimen Certificate for Shares of Common Stock
99.1    Press release dated December 8, 2003 announcing the change of the corporate name of the Registrant to CEVA, Inc.

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 hereunto duly authorized.

 

   

                      CEVA, INC.

                      (Registrant)

Date: December 8, 2003   By:  

/s/    Chester J. Silvestri        

            Name:   Chester J. Silvestri
            Title:   Chief Executive Officer

EXHIBIT INDEX

 

Exhibit No.
  

Description

3.1    Certificate of Ownership and Merger merging CEVA, Inc., a wholly owned subsidiary, into ParthusCeva, Inc. pursuant to Section 253 of the General Corporation Law of the State of Delaware
4.1    Specimen Certificate for Shares of Common Stock
99.1    Press release dated December 8, 2003 announcing the change of the corporate name of the Registrant to CEVA, Inc.

Exhibit 3.1

 

CERTIFICATE OF OWNERSHIP AND MERGER

 

MERGING

 

CEVA, Inc.

(a Delaware corporation)

 

INTO

 

ParthusCeva, Inc.

(a Delaware corporation)

 

Pursuant to Section 253 of the General Corporation Law of the State of Delaware, ParthusCeva, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

 

FIRST : That the Corporation was incorporated on the 22nd day of November, 1999 pursuant to the General Corporation Law of the State of Delaware.

 

SECOND : That the Corporation owns all of the outstanding shares of the capital stock of CEVA, Inc., a corporation incorporated on the 3rd day of December, 2003 pursuant to the General Corporation Law of the State of Delaware (the “Subsidiary”).

 

THIRD : That the Board of Directors of the Corporation, at a meeting duly held on the 22nd day of October, 2003, duly adopted the following resolutions and determined to merge Subsidiary into the Corporation and change the Corporation’s corporate name to “CEVA, Inc.” on the conditions set forth in such resolutions:

 

RESOLVED:    That the Corporation shall, pursuant to Section 253 of the Delaware Code, merge into itself the Subsidiary and shall assume all of the Subsidiary’s liabilities and obligations (the “Merger”); and that upon the effectiveness of the Merger, the Corporation’s corporate name shall be changed to “CEVA, Inc.”
RESOLVED:    That the Corporation, as the sole stockholder of the Subsidiary, be and hereby is authorized to take such actions as are necessary or appropriate to effect the Merger.
RESOLVED:    That each of the Chief Executive Officer and President, Chief Financial Officer and Secretary of the Corporation be and hereby is authorized and

 

 

     directed to prepare, execute and file with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge the Subsidiary into the Corporation and to assume the liabilities and obligations of said Subsidiary and to change the Corporation’s corporate name to “CEVA, Inc.” upon the effectiveness of the Merger, the execution and filing thereof to be conclusive evidence of such approval and the authorization therefor by the Board of Directors of the Corporation.

 

FOURTH : That the Merger of Subsidiary into the Corporation be effective as of December 8, 2003 at 12:01 a.m. (EST).

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its authorized officer this 4th day of December, 2003.

 

PARTHUSCEVA, INC.
By:  

/s/    Chester J. Silvestri         

Name:

  Chester J. Silvestri

Title:

  President

 

- 2 -

Exhibit 4.1

 

NUMBER

PCV

  [CEVA logo]   SHARES
         

INCORPORATED UNDER THE LAWS OF

THE STATE OF DELAWARE

  CEVA, Inc.   SEE REVERSE FOR CERTAIN DEFINITIONS
         
        CUSIP 157210 10 5

 

This certifies that

 

Is the record holder of

 

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF

 

CEVA, Inc.

 

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

 

This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

 

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

 

CEVA, Inc.

CORPORATE

SEAL

November 22, 1999

DELAWARE

 

CHIEF FINANCIAL OFFICER    CHAIRMAN OF THE BOARD OF DIRECTORS
      
COUNTERSIGNED AND REGISTERED    COUNTERSIGNED AND REGISTERED
CAPITA IRG    AMERICAN STOCK TRANSFER AND TRUST COMPANY
TRANSFER AGENT    TRANSFER AGENT
AND REGISTRAR    AND REGISTRAR
      
BY               

BY            

      
AUTHORIZED SIGNATURE    AUTHORIZED SIGNATURE

 

The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM   —   as tenants in common      UNIF GIFT MIN ACT —                    Custodian                 
TEN ENT  

—

  as tenants by the entireties       

(Cust)                        (Minor)

JT TEN  

—

  as joint tenants with right of survivorship and not as tenants in common       

under Uniform Gifts to Minors
Act                                          

                    (State)

            

UNIF TRF MIN ACT —

 

             Custodian (until age          )

(Cust)

                 under Uniform Transfers

(Minor)

to Minors Act                                     

                                (State)                     

 

Additional abbreviations may also be used though not in the above list.

 

For Value Received,                                      hereby sell(s), assign(s) and transfer(s) unto

 

 
PLEASE INSERT SOCIAL SECURITY OR OTHER    
IDENTIFYING NUMBER OF ASSIGNEE    
 

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

 

 

 

                                                                                                                                                                     Shares

of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

 

                                                                                                                                                                Attorney

to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

 

Dated

 

   

X

     
   

X

    NOTICE: THE SIGNATURE TO THIS
   

ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT  OR
ANY CHANGE WHATEVER .

 

Signature(s) Guaranteed

 

By

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

 

Exhibit 99.1

 

  • World’s Leading Licensor of DSP Changes Name To CEVA, Inc.

 

  • Change Underpins Strategic Focus on DSP-Centric Technologies

 

  • CEVA-X, Pioneering New DSP Architecture, Launched Today

 

 

PARTHUSCEVA CHANGES NAME TO CEVA, INC.

 

Re-branding Reflects Strategy To Focus On DSP Cores And Related Applications;

Coincides With Launch And Licensing Of New CEVA-X DSP Architecture

 

San Jose, CA — December 8, 2003 — CEVA, Inc., (NASDAQ: CEVA; LSE: CVA), the leading licensor of Digital Signal Processor (DSP) cores and integrated applications to the semiconductor industry, announced that the company’s name has changed from ParthusCeva to CEVA, effective today. The change underpins the company’s strategy to focus on DSP cores and integrated application technologies, where it has the greatest market strength and opportunity. The name change coincides with the launch of CEVA-X, the company’s pioneering new DSP architecture, announced separately today.

 

The ticker symbol for the company’s common stock has changed to “CEVA” on The NASDAQ National Market and “CVA” on the London Stock Exchange, effective today. The new CUSIP number for CEVA common stock is 157210 10 5; the new ISIN is US1572101053; and the company’s new website address is www.ceva-dsp.com. Holders of stock certificates bearing the name “ParthusCeva, Inc.” may continue to hold them and will not be required to exchange them for new stock certificates or take any other action. Management will host a webcast and conference call at 11.30am EST, 8.30am PST, 4.30pm GMT on Tuesday, December 16, on which management will present an overview of CEVA’s technologies, strategies and goals. [Webcast and conference call details are attached at the end of this release.]

 

“DSP is one of the fastest growing segments of the semiconductor industry and a critical technology to the cellular and digital multi-media markets. We believe that we are uniquely positioned to deliver a total DSP solution to our customer base,” said Chet Silvestri, CEO of CEVA. “With our industry-leading DSP product portfolio, integration services capability, and our latest DSP architecture, the CEVA-X, we have confidence in our ability to achieve our corporate goals of profitability, growth and leadership in DSP.”

CEVA offers a unique portfolio of IP in three integrated DSP-related technology areas, supported by Ceva’s Xpert-Integration division:

 

  1) CEVA DSP cores, the number-one licensed DSP architecture to the semiconductor industry, which will now include the new CEVA-X architecture.

 

  2) CEVA-Xpert Open Framework, a complete environment enabling licensees to rapidly and cost-effectively integrate application and communication IP with CEVA DSPs in a standard, reusable framework;

 

  3) CEVA-Xpert Applications, a portfolio of complete, verified hardware and software system applications in areas such as multimedia (audio, video), GPS, VoIP, Bluetooth, and high-speed serial communications, powered by CEVA DSPs; and

 

  4) Xpert-Integration, used in combination with CEVA’s IP portfolio to deliver complete, end-to-end SoC solutions based upon industry-leading, open-standard DSP technology.

 

 

Webcast and Conference Call Details:

The management of CEVA will host a webcast and conference call at 11.30am EST, 8.30am PST, 4.30pm GMT on Tuesday, December 16, to present and discuss the company’s technologies, strategies and goals.

 

Live web presentation

Please note that the presentation will be available to view during the call via www.ceva-dsp.com. Please log into the presentation five minutes before the call starts

 

Live conference call dial in numbers

US Participants Telephone: +1 866 629 0054

UK/European Participants Telephone: +44 1452 569 340

 

Conference Call Recording

If you cannot join the call, you can listen to a recording, which will be available approximately one hour after the call for and for five working days after the call.

 

Conference Call Recording dial in numbers

US Telephone: +1 706 645 9291. Access code: 4171327#

UK/European Telephone: +44 1452 55 00 00. Access code: 4171327#

 

About CEVA, Inc.

Headquartered in San Jose, CEVA (NASDAQ: CEVA and LSE: CVA) is the leading licensor of DSP cores and integrated applications to the semiconductor industry. CEVA markets a portfolio of DSP IP in three integrated areas: CEVA DSPs; CEVA-Xpert Open Framework Environment; CEVA-Xpert Applications; supported by Xpert-Integration services. Ceva’s products are used in over 60 million devices each year. The company was formerly known as ParthusCeva, Inc. For more information, visit www.ceva-dsp.com.

 

Contacts:

CEVA, Inc.

2033 Gateway Place, Suite 150

San Jose, California 95110

Barry Nolan

Tel: US +1-408-514-2929

Tel: Europe +353-1-4022566

 

 

Media / S&S Public Relations

Heather Kelly

Tel: 719-634-8274

heather@sspr.com

 

 

Ruder Finn PR

Josh Shuman

Tel: +972-2-561-2005

Cell: +972-54-676-966

josh@ruderfinn.co.il

 

 

Safe Harbor Statement

Various statements in this press release concerning CEVA’s future expectations, plans and prospects are “forward-looking statements”, which are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated. Any statements that are not statements of historical fact (including, without limitation, statements to the effect that the company or its management “believes”, “expects”, “anticipates”, “plans” and similar expressions) should be considered forward-looking statements. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described, including the following:

  • The industries in which we license our technology are experiencing a challenging period of slow growth that has negatively impacted and could continue to negatively impact our business and operating results;

 

  • The markets in which we operate are highly competitive, and as a result we could experience a loss of sales, lower prices and lower revenue;

 

  • Our operating results fluctuate from quarter to quarter due to a variety of factors including our lengthy sales cycle, and are not a meaningful indicator for future performance

 

  • We rely significantly on revenue derived from a limited number of licensees; and

 

  • Other risks discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors that Could Affect Our Operating Results,” in our quarterly report on Form 10-Q for the third quarter of 2003, filed with the U.S. Securities and Exchange Commission on November 13, 2003.