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): October 30, 2014




(Exact Name of Registrant as Specified in Its Charter)




(State or Other Jurisdiction of Incorporation)


000-49842   77-0556376


File Number)


(I.R.S. Employer

Identification No.)

1943 Landings Drive, Mountain View, CA   94043
(Address of Principal Executive Offices)   (Zip Code)


(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 October 30, 2014, CEVA, Inc. (the “Company”) announced its financial results for the quarter ended September 30, 2014. A copy of the press release, dated October 30, 2014, 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 quarters ended September 30, 2014 and 2013 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 that excluded (i) for the quarters ended September 30, 2014 and 2013, equity-based compensation expenses for the respective periods, net of related tax, and (ii) for the quarter ended September 30, 2014, (a) the impact of the amortization of acquired intangibles associated with the acquisition of RiveraWaves SAS (the “Acquisition”), (b) a loss from the sale of the Company’s minority equity holdings in a private company, (c) transaction expenses associated with the Acquisition, and (d) income tax benefit related to the Acquisition.

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 years ended September 30, 2014 and 2013 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 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.


(d) Exhibits.


  99.1 Press Release of CEVA, Inc., dated October 30, 2014.


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:   October 30, 2014       By:  

/s/ Yaniv Arieli

          Yaniv Arieli
          Chief Financial Officer