UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
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”). Accordingly, 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
& Kasierer (the “Israeli Auditors”), dismissed the Israeli Auditors and
ended the Company’s relationship with the Israeli Auditors on such date. 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 and through the period ending April 25, 2003,
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
and through the subsequent period ending April 25, 2003.
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.
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
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 July 18, 2005 from Kost, Forer, Gabbay & Kasierer 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:
July
18, 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 July 18, 2005 from Kost, Forer, Gabbay & Kasierer to the
Securities and Exchange
Commission.
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