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): November 1, 2007
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):
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))
TABLE OF CONTENTS
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 1, 2007, CEVA, Inc. (the “Company”) announced its financial results for the
quarter ended September 30, 2007. A copy of the press release, dated November 1, 2007, 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 September 30, 2007 in
accordance with generally accepted accounting principles in the United States (“GAAP”), the press
release also included non-GAAP net income and net income per share figures for the quarters ended
September 30, 2007 and 2006 that excluded the expenses associated with the application of Statement
of Financial Accounting Standards (“SFAS”) 123(R) and a gain of $0.4 million for the quarter ended
September 30, 2007 reported in interest and other income related to the disposal of an investment.
The Company believes that the non-GAAP presentation in the press release is useful to
investors in analyzing the results for the quarters ended September 30, 2007 and 2006 because the
non-GAAP presentation excluded non-cash equity-based compensation expenses relating to SFAS 123(R)
and a gain related to the disposal of an investment for the quarter ended September 30, 2007 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 non-GAAP financial measures are used 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 reconciliations to corresponding GAAP financial measures, offer a more complete
understanding of factors and trends affecting the Company’s business. The non-GAAP presentation
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 November 1, 2007.