Unassociated Document
As
filed with the Securities and Exchange Commission
on June 27, 2006
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): June 23, 2006
CEVA,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
000-49842
(Commission
File Number)
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77-0556376
(I.R.S.
Employer Identification No.)
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2033
Gateway Place, Suite 150, San Jose, CA
(Address
of Principal Executive Offices)
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95110
(Zip
Code)
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408/514-2900
(Registrant’s
Telephone Number, Including Area Code)
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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):
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r
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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))
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ITEM
5.02. Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers.
Effective
June 23, 2006, Brian Long resigned as a member of the Board of Directors of
CEVA, Inc. (the “Company”) and therefore will not stand for re-election at the
upcoming annual meeting of stockholders to be held on July 18, 2006 (the “Annual
Meeting”). At the Annual Meeting, only seven directors, consisting of Eliyahu
Ayalon, Zvi Limon, Bruce A. Mann, Peter McManamon, Sven-Christer Nilsson, Louis
Silver and Dan Tacatly, will stand for re-election.
ITEM
7.01. Regulation FD
Disclosure.
On
June
27, 2006, the Company announced the divestment of its GPS technology and
associated product line to a new U.S.-based fabless company, GloNav Inc.
(“GloNav”), in return for an equity ownership of 19.9% in GloNav on a fully
diluted basis. A press release, dated June 27, 2006, discussing the transaction
in greater detail is attached hereto as Exhibit 99.1.
The
information under this Item 7.01 of the Current Report on Form 8-K is being
furnished and shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information under this Item 7.01 of the Current
Report on Form 8-K shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such
filing.
ITEM
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
99.1 Press
Release of CEVA, Inc., dated June 27, 2006.
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.
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CEVA,
INC. |
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Date: June
27, 2006 |
By: |
/s/Yaniv
Arieli |
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Yaniv
Arieli |
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Chief
Financial Officer |