UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported)
September
23, 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
4 - Matters Related to Accountants and Financial
Statements
Item
4.01 Changes in Registrant’s Certifying Accountant.
On
September 23, 2005, following the appointment of its new Chief Executive
Officer
and Chief Financial Officer in May 2005, both of whom will reside in Israel,
the
Audit Committee of Ceva, Inc. (the "Registrant") approved the transfer of
its
finance function to its offices in Herzelia, Israel from Dublin, Ireland
as soon
as was feasible. Due to this transfer, the Registrant's Audit Committee
also determined to have the responsibility for the Registrant’s audit
centralized in Israel as soon as was feasible. Accordingly on September
23, 2005, the Registrant's Audit Committee approved
the dismissal of Ernst & Young Chartered Accountants, Dublin, Ireland (the
"Irish Auditors"), as the Registrant's independent auditors, and approved
the
engagement of the Tel-Aviv, Israel office of Kost, Forer, Gabbay & Kassierer
(the "Israeli Auditors"), as the Registrant's independent auditors. Both
the Irish Auditors and the Israeli Auditors are members of Ernst & Young
Global.
The
reports of the Irish Auditors on the financial statements for the fiscal
years
ended December 31, 2003 and December 31, 2004 contained no adverse opinion
or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
In
connection with the Irish Auditors’ audits for the fiscal years ended December
31, 2003 and December 31, 2004 and through the period ending September 23,
2005,
there were no disagreements with the Irish Auditors on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or
procedure, which disagreements, if not resolved to the satisfaction of the
Irish
Auditors, would have caused the Irish Auditors to make reference to the subject
matter of such disagreements in connection with its reports. In addition
no
reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, occurred
during the Registrant’s fiscal years ended December 31, 2003 and December 31,
2004 and through the subsequent period ending September 23, 2005.
The
Registrant has requested that the Irish Auditors furnish a letter addressed
to
the Securities and Exchange Commission (the “SEC”) stating whether or not the
Irish Auditors agree with the statements noted above. A copy of this letter
is
filed as an exhibit to this 8-K/A.
The
Registrant had not consulted with the Israeli Auditors regarding any of the
matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K
during the two (2) fiscal years ended December 31, 2003 and December 31,
2004 or
the subsequent interim period through September 23, 2005.
Section
9 - Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
|
16.1
|
Letter
dated October 12, 2005 from Ernst & Young - Dublin, Ireland, to the
Securities and Exchange Commission.
|
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.
|
|
|
|
Date: October
12, 2005
|
By:
|
/s/ Yaniv
Arieli
|
|
|
|
Yaniv
Arieli
Chief
Financial Officer
|
EXHIBIT
INDEX
Exhibit No.
|
|
Description
|
|
|
|
16.1
|
|
Letter
dated October 12, 2005 from Ernst & Young - Dublin, Ireland, to the
Securities and Exchange Commission
|