UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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
7, 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
5. Corporate Governance and Management
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
June 7,
2005 the Board of Directors of CEVA, Inc. (the “Company”) amended the Company’s
Second Amended and Restated Bylaws.
The
amendment adopted by the Company’s Board of Directors reduces the authorized
size of the Board of Directors from not less than nine (9) nor more than eleven
(11) to not less than eight (8) nor more than eleven (11) and reduces the fixed
number of directors to eight (8) from nine (9) to reflect the Company’s current
size of its Board of Directors.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits.
|
Exhibit No. |
|
Description |
| |
|
|
|
3.1 |
|
Bylaws
Amendment to the Second Amended and Restated Bylaws of the
Registrant |
| |
|
|
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. |
| |
|
|
| |
By: |
/s/
Yaniv Arieli |
|
| |
|
Yaniv
Arieli
Chief
Financial Officer |
Date:
June
9, 2005
EXHIBIT
INDEX
|
Exhibit No. |
|
Description |
| |
|
|
|
3.1 |
|
Bylaws
Amendment to the Second Amended and Restated Bylaws of the
Registrant |
| |
|
|