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)
April
25, 2003
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):
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))
Section
1 - Registrant’s Business and Operations
Item 1.01
Entry into a Material Definitive Agreement.
On
May 9,
2005, in connection with the Company’s Board of Directors (the “Board”)
appointment of Mr. Peter McManamon as Chairman of the Board, the Board increased
the annual retainer fees to be paid to Mr. McManamon to from $40,000 to $60,000.
Additionally, on May 9, 2005, the Board (i) reduced the annual retainer fees
to
be paid to members of the Board of Directors from $40,000 to $30,000 per
annum
prorated for the year except for the Chairman of the Board and the lead
independent director who shall continue at their current fee level and (ii)
eliminated the per meeting attendance fees to be paid to members of the Board
for attending Board meetings, in each case for the balance of 2005.
Section
4 - Matters Related to Accountants and Financial
Statements
Item
4.01 Changes in Registrant’s Certifying Accountant.
In
November 2002, following the merger of CEVA, Inc. (the “Company”) with Parthus
Technologies, plc, in which the Company was the surviving corporation, the
majority of the Company’s finance function was located in Dublin, and the Audit
Committee determined to have responsibility for the Company’s audit centralized
in Dublin, Ireland as soon as was feasible, which was when the audit for
fiscal
year 2002 was completed and the Annual Report on Form 10-K for the year ended
December 31, 2002 was filed with the Securities and Exchange Commission (the
“SEC”). On April 25, 2003, the Audit Committee approved the transfer of
responsibility for the Company’s audit to the Dublin office of Ernst & Young
- Dublin, Ireland (the “Irish Auditors”) from Kost, Forer, Gabbay &
Kassierer (the “Israeli Auditors”). Both the Irish Auditors and the Israeli
Auditors are members of Ernst & Young Global.
The
reports of the Israeli Auditors on the financial statements for the fiscal
years
ended December 31, 2001 and December 31, 2002 contained no adverse opinion
or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
In
connection with the Israeli Auditors’ audits for the fiscal years ended December
31, 2001 and December 31, 2002, there were no disagreements with the Israeli
Auditors on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements,
if
not resolved to the satisfaction of the Israeli Auditors, would have caused
it
to make reference to the subject matter of such disagreements in connection
with
its reports. In addition no reportable events, as defined in Item 304(a)(1)(v)
of Regulation S-K, occurred during the Company’s fiscal years ended December 31,
2001 and December 31, 2002.
The
Company requested that the Israeli Auditors furnish a letter addressed to
the
Securities and Exchange Commission stating whether or not it agrees with
the
above statements. A copy of that letter is filed as an exhibit to this
8-K.
As
noted
above, on April 25, 2003, the Company transferred the responsibility for
the
Company’s audit to the Irish Auditors to serve as the Company’s independent
auditors.
The
Company had not consulted with the Irish Auditors regarding any of the matters
or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K during
the
two fiscal years ended December 31, 2001 and December 31, 2002 or the subsequent
interim period through April 25, 2003.
Section
5 - Corporate Governance and Management
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
Effective
May 9, 2005, the Company’s Board of Directors appointed Mr. John Bourke as a
“principal financial officer” for purposes of enabling Mr. Bourke to sign the
Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”), and, as deemed
appropriate, amendments, if any, thereto, for the Company’s first fiscal quarter
ended March 31, 2005 and required under Sections 302 and 906 certifications
of
the Sarbanes-Oxley Act of 2002. Mr. Bourke is not authorized to take further
action as “principal financial officer,” without further Board action. This
limited authority for Mr. Bourke to act as a principal financial officer
with
respect to the Form 10-Q and amendments thereto, if any, was established
in
light of the appointment that same day of a new chief financial officer of
the
Company, Yaniv Arieli, as previously reported on the Company’s Current Report on
Form 8-K dated May 11, 2005. Mr. Arieli had not been previously employed
by the
Company. As the Company was required to file its Quarterly Report on Form
10-Q
by no later than May 10, 2005, the Board of Directors viewed it as in the
best
interests of investors that Mr. Bourke, the Company’s Vice President Finance and
Corporate Controller, be authorized to act in this capacity.
Mr.
Bourke, age 38, has been Vice President Finance and Corporate Controller
of the
Company since January 2002. Prior to that, he was Financial Planning &
Analysis Manager from May 2000 to January 2002. Prior to joining the Company,
Mr. Bourke held various director and senior management positions at Ernst
&
Young from 1988 to 2000.
Section
9 - Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
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16.1
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Letter
dated June 21, 2005 from Kost, Forer, Gabbay & Kassierer to the
Securities and Exchange Commission.
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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:
June
21, 2005
EXHIBIT
INDEX
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Exhibit No.
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Description
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16.1
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Letter
dated June 21, 2005 from Kost, Forer, Gabbay & Kassierer to the
Securities and Exchange Commission.
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