UNITED
STATES |
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OMB
APPROVAL |
SECURITIES
AND EXCHANGE COMMISSION |
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OMB
Number:3235-0058 |
WASHINGTON,
D.C. 20549
FORM
12b-25 |
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Expires:
March 31, 2006 |
NOTIFICATION
OF LATE FILING |
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Estimated
average burden hours per response2.50 |
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SEC
FILE NUMBER 000-49842 |
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CUSIP
NUMBER 157210105 |
(CHECK
ONE): |
x
Form 10-K |
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Form 20-F |
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Form 11-K |
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Form 10-Q |
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Form N-SAR |
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For
Period Ended: |
December
31, 2004 |
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Transition Report on Form 10-K |
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Transition Report on Form 20-F |
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Transition Report on Form 11-K |
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Transition Report on Form 10-Q |
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Transition Report on Form N-SAR |
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For
the Transition Period Ended: |
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Read
Instruction (on back page) Before Preparing Form. Please Print or
Type.
NOTHING
IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY
INFORMATION CONTAINED HEREIN.
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I - REGISTRANT INFORMATION
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CEVA,
Inc. |
Full
Name of Registrant |
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N/A |
Former
Name if Applicable |
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2033
Gateway Place, Suite 150 |
Address
of Principal Executive Office (Street and Number) |
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San
Jose, California 95110 |
City,
State and Zip Code |
PART
II - RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate) ý
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(a) |
The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense; |
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(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition report
on Form 10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and |
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(c) |
The
accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable. |
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PART
III - NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR or the transition report or portion thereof, could not be filed within the
prescribed time period.
On March
17, 2005, the Registrant filed a Form 12b-25 with the Securities and Exchange
Commission (the “SEC”) notifying the SEC that the Registrant’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2004 could not be filed within
the prescribed time period.
During
the quarter ended December 31, 2004, the Registrant entered into a license
upgrade agreement with one of its existing customers who is developing wireless
and multimedia software solutions around the licensed CEVA DSP core. The
Registrant recognized as revenue under this agreement $846,000, a portion of
such license, for the quarter ended December 31, 2004. Separately, in January
2005, the Registrant entered into an engineering services agreement with the
same party to develop a suite of audio software to support the Registrant’s
multimedia solutions licensing business.
Under SOP
97-2, revenues are recognized by the Registrant when: (1) collectability is
probable; (2) delivery has occurred; (3) the license fee is fixed or
determinable; and (4) persuasive evidence of an arrangement exists. The
Registrant assesses whether collectability is probable at the time of the
transaction based on a number of factors, including the customer’s past
transaction history and credit worthiness. If the Registrant determines that the
collection of the fee is not probable, the Registrant defers the fee and
recognizes revenue at the time collection becomes probable, which is generally
upon the receipt of cash. Where a
third party who is a licensee of their intellectual property also provides them
with subcontract design services under a separate agreement, the Registrant
evaluates each of the agreements to determine that they are clearly separable
and that they reflect the fair value of each element of the agreements in order
to determine the appropriate revenue recognition. As of December 31, 2004, the
Registrant had received $775,000 of the license fee due under the license
upgrade agreement.
In
preparing the Registrant’s financial statements for the three months and year
ended December 31, 2004, management reviewed the license upgrade agreement and
services agreement and determined that the agreements were separable and that
each reflected the fair value of each element of these agreements. Management
also contemporaneously reviewed the facts and circumstances of these agreements
with the Registrant’s independent auditors. Subsequently, in
January, the Registrant’s Audit Committee reviewed with management and with the
Registrant’s independent auditors the revenue recognition treatment of the
license upgrade agreement for the quarter ended December 31, 2004. Based on this
review, the Registrant recognized $846,000 of revenue related to this agreement,
which was reflected in the Registrant’s operating results for its fourth fiscal
quarter and fiscal year ended December 31, 2004 set forth in the press release
previously furnished by the Registrant on a Form 8-K dated February 2,
2005.
In
connection with the Registrant’s independent auditors final review of the
audited financial statements of the Registrant to be included in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2004, the
Registrant’s independent auditors informed the Registrant on March 9, 2005 that
they are now further reviewing the revenue recognition treatment of this license
upgrade agreement and, it is currently discussing with its independent auditors
whether a portion or all of the revenue recognized in its 2004 fourth fiscal
quarter related to this license upgrade agreement should be deferred to future
periods. If all of the revenues are deferred to future periods, the Registrant
would expect to report revenues for its fiscal year and fourth fiscal quarter
ended December 31, 2004 of $37.7 million and $9.2 million, respectively, instead
of the $38.5 million and $10.0 million previously set forth in its press release
furnished on the Registrant’s Form 8-K dated February 2, 2005. In this instance,
the Registrant also would expect to report a decrease in net income of $466,000
from the amounts previously disclosed from $2.1 million to $1.7 million for the
full 2004 fiscal year and from $0.7 million to $0.2 million for the 2004 fourth
fiscal quarter. This would result in a decrease in the Registrant’s net income
per share from $0.11 to $0.09 for the full 2004 fiscal year and from $0.03 to
$0.01 for 2004 fourth fiscal quarter.
As a
result of the above-described discussions between the Registrant and its
independent auditors, the Registrant cannot complete the financial statements
required to be included in its Form 10-K for the fiscal year ended December 31,
2004 without unreasonable effort or expense prior to the filing deadline for the
Form 10-K. The Form 10-K will be filed as soon as reasonably practicable within
the time period prescribed under Part II(b) hereof.
PART
IV - OTHER INFORMATION
(1) |
Name
and telephone number of person to contact in regard to this
notification |
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Christine
Russell |
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(408) |
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514-2900 |
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(Name) |
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(Area
Code) |
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(Telephone
Number) |
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(2) |
Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s). |
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Yes |
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No |
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(3) |
Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? |
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Yes |
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No |
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If
so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made. |
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N/A |
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CEVA,
Inc. |
(Name
of Registrant as Specified in Charter) |
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has
caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized. |
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Date |
March
17, 2005 |
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By |
/s/
Christine Russell |
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Christine
Russell |
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Chief
Financial Officer |
INSTRUCTION: The form
may be signed by an executive officer of the registrant or by any other duly
authorized representative. The name and title of the person signing the form
shall be typed or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative's authority to sign on behalf
of the registrant shall be filed with the form.
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ATTENTION |
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INTENTIONAL
MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS
(SEE
18 U.S.C. 1001). |