UNITED STATES
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): October 28, 2009
CEVA, INC.
(Exact name of registrant as specified in its charter)
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| 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
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95110 |
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(Zip Code) |
Registrant’s telephone number, including area code: 408/514-2900
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 28, 2009, CEVA, Inc. (the “Company”) announced its financial results for the
quarter ended September 30, 2009. A copy of the press release, dated October 28, 2009, is attached
and filed herewith as Exhibit 99.1. This information, including Exhibit 99.1 attached hereto,
shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall
be expressly set forth by specific reference to such filing.
In addition to the disclosure of financial results for the quarter ended September 30, 2009 in
accordance with generally accepted accounting principles in the United States (“GAAP”), the press
release also included non-GAAP net income, and diluted earnings per share (EPS) figures for the
quarter ended September 30, 2009 and 2008 that excluded (a) equity compensation expense of $0.7
million for the quarter ended September 30, 2009 and $0.8
million for the quarter ended September 30, 2008, and (B) for the quarter ended September 30, 2008, a capital
gain of $0.4 million reported in interest and other income, net, related to the divestment of the
Company’s equity interest in GloNav Inc.
The Company believes that the reconciliation of financial measures in the press release is
useful to investors in analyzing the results for the quarters ended September 30, 2009 and 2008
because the exclusion of such expenses may provide a more meaningful analysis of the Company’s core
operating results and comparison of quarterly results. Further, the Company believes it is useful
for investors to understand how the expenses associated with the application of SFAS 123(R) are
reflected on its statements of income. The reconciliation of financial measures should be reviewed
in addition to and in conjunction with results presented in accordance with GAAP, and are intended
to provide additional insight into the Company’s operations that, when viewed with its GAAP results
and the accompanying reconciliation, offer a more complete understanding of factors and trends
affecting the Company’s business. The reconciliation of financial measures should not be viewed as
a substitute for the Company’s reported GAAP results.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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99.1 |
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Press Release of CEVA, Inc., relating to financial results for the third quarter of 2009,
dated October 28, 2009. |