Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 31, 2012




(Exact Name of Registrant as Specified in Its Charter)




(State or Other Jurisdiction of Incorporation)


000-49842   77-0556376
(Commission File Number)   (I.R.S. Employer Identification No.)
1943 Landings Drive, Mountain View, CA   94043
(Address of Principal Executive Offices)   (Zip Code)

(650) 417-7900

(Registrant’s Telephone Number, Including Area Code)



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))





On July 31, 2012, CEVA, Inc. (the “Company”) announced its financial results for the quarter ended June 30, 2012. A copy of the press release, dated July 31, 2012, 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 June 30, 2012 in accordance with generally accepted accounting principles in the United States (“GAAP”), the press release also included non-GAAP net income and diluted net income per share for the three and six months ended June 30, 2012 and 2011, that excluded equity-based compensation expenses for the respective periods. The Company believes that the reconciliation of financial measures in the press release is useful to investors in analyzing the results for the quarters and six months ended June 30, 2012 and 2011 because the exclusion of the equity-based compensation expenses may provide a more meaningful analysis of the Company’s core operating results. Further, the Company believes it is useful for investors to understand how the expenses associated with the application of FASB ASC No. 718 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.


99.1   Press Release of CEVA, Inc., dated July 31, 2012.


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: July 31, 2012     By:  

/s/ Yaniv Arieli

      Yaniv Arieli
      Chief Financial Officer