Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CEVA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		77-0556376 (I.R.S. Employer Identification No.)
2003 Gateway Place, Suite 150, San Jose, California (Address of Principal Executive Offices)		95110-1002 (Zip Code)

Amended and Restated 2002 Employee Stock Purchase Plan
(Full Title of the Plan)

Gideon Wertheizer
Chief Executive Officer
CEVA, Inc.
2003 Gateway Place, Suite 150
San Jose, CA 95110-1002
(Name and Address of Agent for Service)

408/514-2900
(Telephone Number, Including Area Code,
of Agent for Service)

With a copy to:
Jaclyn Liu, Esq.
Morrison & Foerster llp
425 Market Street
San Francisco, CA 94105

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller Reporting Company o

Calculation of Registration Fee

	Title of Securities to			Number of Shares to be					Proposed Maximum					Proposed Maximum					Amount of Registration
	be Registered			Registered					Offering Price per Share					Aggregate Offering Price					Fee
	Common Stock				650,000	(1)			$	9.32	(2)			$	6,058,000	(2)			$	338.04	(2)

 

 

Part I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement is filed for the purpose of registering 650,000 additional shares of Common Stock issuable under t the Registrant’s Amended and Restated 2002 Employee Stock Purchase Plan, which are the same class as those previously registered on Form S-8 on November 27, 2002 (File No. 333-101553) and March 16, 2007 (File No. 333-141355). The contents of the aforementioned Registration Statements, including any amendments thereto or filings incorporated therein, are incorporated herein by reference.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

     The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “SEC”):

	(a)		The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on March 13, 2009.
	(b)		All other reports filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K described in (a) above.
	(c)		The Registrant’s Registration Statement on Form 8-A (File No. 000-49842) filed with the SEC on October 18, 2002, in which there is described the terms, rights and provisions applicable to the Registrant’s Common Stock, 0.001 par value (the “Common Stock”).

     All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents.

     Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits

Exhibit No.				Description
	5.1			Opinion of Morrison & Foerster llp as to the legality of the securities being registered.
	23.1			Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent registered public accounting firm.
	23.2			Consent of Morrison & Foerster llp (contained in the opinion of counsel filed as Exhibit 5.1 to this Registration Statement).
	24.1			Power of Attorney (set forth on the signature page of this Registration Statement).

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on July 29, 2009.

POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

     Each person whose signature appears below constitutes and appoints Gideon Wertheizer and Yaniv Arieli, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstituiton, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes, may lawfully do or cause to be done by virtue thereof.

     Further, pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ Gideon Wertheizer   Gideon Wertheizer		Chief Executive Officer (Principal Executive Officer)		July 29, 2009
/s/ Yaniv Arieli   Yaniv Arieli		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		July 29, 2009
/s/ Peter McManamon   Peter McManamon		Chairman of the Board of Directors		July 29, 2009

Signature		Title		Date
/s/ Eliyahu Ayalon   Eliyahu Ayalon		Director		July 29, 2009
/s/ Zvi Limon   Zvi Limon		Director		July 29, 2009
/s/ Bruce Mann   Bruce Mann		Director		July 29, 2009
/s/ Sven-Christer Nilsson   Sven-Christer Nilsson		Director		July 29, 2009
/s/ Louis Silver   Louis Silver		Director		July 29, 2009
/s/ Dan Tocatly   Dan Tocatly		Director		July 29, 2009

Exhibit Index

Exhibit No.				Description
	5.1			Opinion of Morrison & Foerster llp as to the legality of the securities being registered.
	23.1			Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent registered public accounting firm.
	23.2			Consent of Morrison & Foerster llp (contained in the opinion of counsel filed as Exhibit 5.1 to this Registration Statement).
	24.1			Power of Attorney (set forth on the signature page of this Registration Statement).