-----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, AnC4AG9jT75Jv+vJdEndz1VM/QvGFF+EUR1oaY2vMdLh9d/gpsoPbSiku8yVt4eV K5wthvkSS+AOdwr/m488Kw== 0001144204-05-018562.txt : 20050611 0001144204-05-018562.hdr.sgml : 20050611 20050609203112 ACCESSION NUMBER: 0001144204-05-018562 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050607 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050610 DATE AS OF CHANGE: 20050609 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: 05888646 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 v019975.htm Unassociated Document
 


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)

June 7, 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))

 

Section 5. Corporate Governance and Management
 
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 

     Effective June 7, 2005 the Board of Directors of CEVA, Inc. (the “Company”) amended the Company’s Second Amended and Restated Bylaws.

The amendment adopted by the Company’s Board of Directors reduces the authorized size of the Board of Directors from not less than nine (9) nor more than eleven (11) to not less than eight (8) nor more than eleven (11) and reduces the fixed number of directors to eight (8) from nine (9) to reflect the Company’s current size of its Board of Directors.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.
  
Description
     
3.1
  
Bylaws Amendment to the Second Amended and Restated Bylaws of the Registrant
     




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.
     
 
By:
/s/ Yaniv Arieli
  
   
Yaniv Arieli
Chief Financial Officer

Date: June 9, 2005




EXHIBIT INDEX

Exhibit No.
  
Description
     
3.1
  
Bylaws Amendment to the Second Amended and Restated Bylaws of the Registrant
     


 EX-3.1 2 v019975_ex3-1.htm Unassociated Document
Exhibit 3.1

Bylaws Amendment to the Second Amended and Restated Bylaws

The Second Amended and Restated Bylaws of CEVA, Inc., a Delaware corporation (the “Company”), are hereby amended as follows:

Section 3.1 of the Company’s Second Amended and Restated Bylaws is amended and restated as follows:

“Section 3.1 Number and Term of Office.

The number of directors of the Company shall not be less than eight (8) nor more than eleven (11) until changed by amendment of the Certificate of Incorporation or by a Bylaw amending this Section 3.1 duly adopted by the vote of holders of a majority of the outstanding shares or by the Board of Directors. The exact number of directors shall be fixed from time to time, within the limits specified in the Certificate of Incorporation or in this Section 3.1, by a Bylaw or amendment thereof duly adopted by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the Board of Directors. Subject to the foregoing provisions for changing the number of directors, the number of directors of the Company has been fixed at eight (8).

Any amendment, change or repeal of this Section 3.1, or any other amendment to these Bylaws that will have the effect of permitting circumvention of or modifying this Section 3.1, shall require the favorable vote, at a stockholders’ meeting, of the holders of at least a majority of the then-outstanding shares of stock of the Company entitled to vote.

Except as provided in Section 3.3, the directors shall be elected by a plurality vote of the shares represented in person or by proxy, at the stockholders annual meeting in each year and entitled to vote on the election of directors. Elected directors shall hold office until the next annual meeting for the years in which their terms expire and until their successors shall be duly elected and qualified. Directors need not be stockholders. If, for any cause, the Board of Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.”
 
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