-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WQ7T7b30MCv1COpQMEqaksJwZUh827MkF8UaOgdbOpDtbyA3Phzc4h3LtazF3ydj quNlKyBY3Uurq2FRwegVBg== 0001144204-05-014801.txt : 20050511 0001144204-05-014801.hdr.sgml : 20050511 20050511143632 ACCESSION NUMBER: 0001144204-05-014801 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050506 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050511 DATE AS OF CHANGE: 20050511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEVA INC CENTRAL INDEX KEY: 0001173489 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770556376 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49842 FILM NUMBER: 05820268 BUSINESS ADDRESS: STREET 1: 2033 GATEWAY PLACE, SUITE 150 CITY: SAN JOSE STATE: CA ZIP: 95110-1002 BUSINESS PHONE: 4085142900 MAIL ADDRESS: STREET 1: 2033 GATEWAY PLACE, SUITE 150 CITY: SAN JOSE STATE: CA ZIP: 95110-1002 FORMER COMPANY: FORMER CONFORMED NAME: PARTHUSCEVA INC DATE OF NAME CHANGE: 20021101 FORMER COMPANY: FORMER CONFORMED NAME: CEVA INC DATE OF NAME CHANGE: 20020515 8-K 1 v017929_8k.htm
 
 
 
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.


 
 
 EX-99.1 2 v017929_ex99-1.htm
Exhibit 99.1

Press Release

CEVA ANNOUNCES REORGANIZATION AND MANAGEMENT CHANGES

SAN JOSE, Calif. - May 9, 2005 - CEVA, Inc. (NASDAQ: CEVA; LSE: CVA) a leading licensor of digital signal processors (DSP), communications and multimedia solutions to the semiconductor industry, today announced that in order to streamline operations and increase profit potential it has decided to restructure its corporate management, reduce overhead and consolidate its activities.

In light of this move, San Jose based Chairman and Chief Executive Officer Chet Silvestri has resigned as an officer and director and has been replaced as Chairman by board member Peter McManamon and as CEO by Gideon Wertheizer, who previously served as Executive Vice President and General Manager of the DSP Cores Division of the Company. In addition, the Company’s Chief Financial Officer, Christine Russell, has resigned and has been replaced by Yaniv Arieli, who most recently served as President of US Operations and Investor Relations of DSP Group, Inc.(NASDAQ: DSPG).

“Chet and Christine have made important contributions to the Company and we appreciate the time and effort they devoted to the Company during their tenure”, stated Peter McManamon, Chairman of the Company.

“I have been pleased with the progress the Company has made in integrating the organization and product lines of CEVA. The Company has now become the industry leader in providing DSP-centric IP solutions for the cellular handset and multimedia markets and I am confident that the new management can continue to fulfill the promise of the combined organization,” commented Chet Silvestri.

Regarding the appointments of Gideon Wertheizer and Yaniv Arieli, Mr. McManamon added that “Gideon has played a major role in the development of CEVA over the years and brings a sharply focused vision to his new office based on his broad business background and experience in the semiconductor industry. Yaniv’s financial background including his role as controller of DSP Group, Inc. and experience in maintaining excellent communication with the investor community will reinforce our relations with the Company’s shareholder base.”

The Board expects the transition to be seamless and to be completed by end of the second quarter of 2005. In connection with the reorganization, the Company expects to take a charge currently estimated to be between $1.2 million to $1.8 million in the second quarter of 2005. The Company currently expects that the reorganization, once completed, will reduce its operating expenses, primarily those related to general and administrative functions, by an estimated amount of $2.0 million to $3.0 million on an annualized basis.

About CEVA, Inc.

CEVA is a leading licensor of DSP, communications and multimedia solutions to the semiconductor industry. CEVA licenses a family of programmable DSP cores, associated SoC system platforms, and a portfolio of application platforms including video processing, audio processing, speech processing, GPS location, Serial-ATA (SATA) and VoIP. In 2004, CEVA's silicon IP was shipped in more than 100 million devices. For more information, visit www.ceva-dsp.com.
 

 
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Forward-Looking Statements
 
This press release contains forward-looking statements concerning the impact of the Company’s reorganization and the associated costs and the potential for increased profitability and operational cost savings that involve risks and uncertainties, as well as assumptions that if they ever materialize or prove incorrect, could cause the results of CEVA to differ materially from those expressed or implied by such forward-looking statements and assumptions. The risks, uncertainties and assumptions referred to above include macroeconomic and geopolitical trends and events; intense competition within our industry; the industries in which we license our technology have experienced a challenging period of slow growth; that the market for the sale of our technology may not develop as expected, especially in the case of newly introduced or planned to be introduced technologies; our ability to timely and successfully develop and introduce new technologies; that we rely significantly on revenue derived from a limited number of licensees; the possible loss of key employees and/or senior management; and the challenges of managing a geographically dispersed operation, as well as our ability to timely and successfully complete the reorganization. CEVA assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.
 
 
 
 
 
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