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)
May
6, 2005
CEVA,
INC.
(Exact
name of registrant as specified in its charter)
|
State
of 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, 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))
Item
5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
On May 9,
2005, the Registrant announced that it had decided to restructure its corporate
management, reduce overhead and consolidate its activities. In this connection,
Chester J. Silvestri, President, Chief Executive Officer and Chairman of the
Board of Directors of the Registrant, resigned from his employment with the
Registrant. Mr. Silvestri also resigned from his position as a member of the
Board of Directors of the Registrant. In addition, the Board of Directors
accepted the resignation of Christine Russell, the Registrant’s Chief Financial
Officer, from her employment with the Registrant, which was tendered on May 6,
2005.
Gideon
Wertheizer, previously Executive Vice President and General Manager of CEVA DSP
Cores, was named the new Chief Executive Officer of the Registrant. Mr.
Wertheizer, age 48, has
held various positions with the Registrant since November 2002, previously
serving as the Executive Vice President—Business Development and Chief
Technology Officer, and as Chief Executive Officer and President. Prior to
joining the Registrant, Mr. Wertheizer held various management positions at DSP
Group from 1990 to 2002, ultimately as Executive Vice President of Intellectual
Property.
In
addition, Yaniv Arieli was named the new Chief Financial Officer of the
Registrant. Mr. Arieli, age 36, has been President of U.S. Operations and
Corporate Vice-President of DSP Group, Inc. since August 2002. Previously Mr.
Arieli was Vice President of Finance and Chief Financial Officer of the
Technology Licensing Division of DSP Group, Inc. from January 2001 to October
2002. Prior to joining DSP Group, Inc. Mr. Arieli was Vice President of Finance,
Chief Financial Officer and Secretary of VoicePump, Inc., a wholly owned
subsidiary of DSP Group, Inc. from August 2000 to April 2001. Mr. Arieli served
as the Corporate Controller of DSP Ltd., a wholly owned subsidiary of DSP Group,
Inc., from February 1997 to July 2000.
A copy of
the Registrant’s press release announcing the foregoing, is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits
|
Exhibit
No. |
|
Description |
|
99.1 |
|
Press
Release dated May 9, 2005. |
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.
| |
|
|
| |
CEVA,
INC. |
|
|
|
| Date: May
11, 2005 |
By: |
/s/ Yaniv Arieli |
| |
|
| |
Yaniv
Arieli
Chief
Financial Officer |
EXHIBIT
INDEX
|
Exhibit
No. |
|
Description |
|
99.1 |
|
Press
Release dated May 9, 2005. |