As filed with the Securities and Exchange Commission on April 4, 2006
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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): March 29, 2006
CEVA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-49842 77-0556376
(Commission File Number) (I.R.S. Employer Identification No.)
2033 Gateway Place, Suite 150, San Jose, CA 95110
(Address of Principal Executive (Zip Code)
Offices)
408/514-2900
(Registrant's Telephone Number, Including Area Code)
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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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Executive Cash Bonuses
On March 29, 2006, the Compensation Committee of CEVA, Inc. (the
"Company") exercised its discretion and authorized payment of cash bonuses for
fiscal year 2005 to the following executive officers:
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Executive Officer Position as of Amount of Cash Bonus
December 31, 2005
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Gideon Wertheizer Chief Executive Officer $75,000
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Yaniv Arieli Chief Financial Officer $35,000
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The Compensation Committee considered various factors in determining
whether cash bonuses should be awarded to the Company's executive officers and
the amount of such bonuses, including the following: (a) the particular
executive officer's overall individual performance in his position and his
relative contribution to the Company's performance during fiscal 2005, including
efforts to increase revenues and reduce operating costs, and (b) the desire of
the Company to retain the particular executive officer in the face of
considerable competition for executive talent within the industry.
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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.
CEVA, INC.
Date: April 4, 2006 By: /s/ Yaniv Arieli
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Yaniv Arieli
Chief Financial Officer
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