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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

FOR ANNUAL OR TRANSITION REPORTS PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2003

or

Commission File Number 000-49842

CEVA, INC.

(Exact name of Registrant as specified in its charter)

2033 Gateway Place, Suite 150

San Jose, California 95110-1002

(Address of principal executive offices, including Zip Code)

(408) 514-2900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No  ¨

The aggregate market value of voting stock held by non-affiliates of the Registrant as of the last day of the Registrant’s most recent second quarter, June 30, 2003, was approximately $98 million (based upon the closing price for shares of the Registrant’s common stock of $8.18, as reported by The NASDAQ National Market on that date). Shares of common stock held by each officer, director and holder of 5% or more of the outstanding common stock of the Registrant have been excluded from this calculation in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 10, 2004, there were 18,379,757 shares of Common Stock outstanding.

DOCUMENT INCORPORATED BY REFERENCE:

Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders for the year ended December 31, 2003, which will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year, are incorporated by reference into Parts II and III hereof.

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FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Annual Report includes forward-looking statements that are subject to a number of risks and uncertainties. All statements, other than statements of historical facts, included in this Annual Report regarding our strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans, and objectives of management are forward-looking statements. The words “will”, “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project”, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements in this report contain these identifying words. We cannot guarantee future results, levels of activity, performance or achievements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or strategic alliances. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors That Could Affect Our Operating Results” and elsewhere in this Annual Report. We do not assume any obligations to update any of the forward-looking statements we make.

This report contains market data prepared by third parties, including Gartner-Dataquest, Forward Concepts and the Semiconductor Industry Association. Actual market results may differ from the projections of such organizations.

*****

CEVA (formerly known as ParthusCeva) was formed through the combination of Parthus Technologies plc and CEVA in November 2002. Unless otherwise indicated, the financial information in this annual report includes the results of the business of Parthus Technologies plc only for the period following the combination on November 1, 2002.

Our website address is www.ceva-dsp.com. Copies of our filings with the Securities and Exchange Commission are made available on our website as soon as practicable after filing.

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PART I

Company Overview

CEVA, Inc. is the leading licensor of Digital Signal Processor (DSP) intellectual property and related technologies. We design, develop and support DSP cores and integrated application solutions that power wireless and digital multimedia products such as cellular phones, music players, digital television and personal digital assistants. Licensees of CEVA technology either source chips for these devices and applications from foundries or manufacture them in-house. We include among our customers more than 100 semiconductor and electronic equipment companies, including many of the world’s leading companies in this field.

In 2003, we completed the integration of the businesses of CEVA and Parthus following our combination in November 2002. We also implemented a strategic re-alignment of our operations in order to better focus on our key strengths – DSP cores and integrated application IP technologies.

Industry Background

The demand for digital wireless devices and applications has grown substantially in recent years. Equipment makers seek to capture this demand by continually offering products with enhanced features and functionality, while reducing costs. The semiconductor manufacturers that supply the chips to power these devices are under increasing pressure to add more functionality to a single chip.

These requirements for increased product functionality, higher performance and lower cost have driven demand in recent years for system-level integration. Semiconductor manufacturing processes have also advanced significantly to allow a substantial increase in the number of circuits placed on a single chip. This increased complexity of system-on-a-chip (SoC) design and manufacturing requires a high level of design resources to fully capitalize on the improvements in semiconductor manufacturing technology. Designers’ capabilities and semiconductor companies’ internal design resources have not kept pace with the advances in this technology. As a result, some chip manufacturers are facing a growing “design gap” between their increasing manufacturing potential and their limited design capabilities.

To address this “design gap,” many semiconductor designers and manufacturers are increasingly choosing to license proven intellectual property (IP), such as processor cores and application-specific IP, from third parties, rather than to develop those technologies internally. Moreover, the continuing evolution of electronic products has created significant demand for IP providers to add greater value by offering complete digital systems, including application IP and software. By relying on third parties for the most advanced designs for specialized components, system-on-a-chip designers and manufacturers can create differentiated products while reducing their development costs, complexity, risk and time to market.

Semiconductor IP licensing is a relatively new and emerging trend in the market. Gartner-Dataquest reports that the market for semiconductor intellectual property was $934 million in 2002, up from $892 million in 2001, and forecasts continued growth in the coming years.

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Digital Signal Processor Cores

DSP cores process digital data and are the heart of all digital communications and multimedia devices. DSP cores are key to the functionality of a wide range of products, including cellular phones, CD players, DVD players, digital stereo systems, hard disk and optical disk drives, digital cameras and digital TVs.

A DSP core converts an analog signal (such as the human voice) to digital form, and then analyzes, manipulates and enhances the data. The signal can then be transmitted over a network (such as the cellular telephone network), compressed and stored (such as in answering machines) or recognized as a command (such as through voice recognition). DSP is used in telecommunications, speech and music processing, imaging, medicine and seismology. As the number of electronic devices that require the processing of digital data has grown, so has the demand for reliable and ever more sophisticated DSP cores and associated technology built around them. Such systems-on-a-chip include data memory components, which host the data before and after it is processed by the DSP core, and program memory components, which store the software used to operate the DSP core.

Programmable DSP cores are instructed by software to process ultra-fast mathematical calculations, generally for voice compression and decompression, multimedia (such as audio or video) compression and decompression, data compression, error correction, voice recognition and security. Given the complexity of applications for DSP, there is increasing industry demand to license complete solutions that integrate the DSP core, the associated SoC framework and the particular application. A programmable DSP-based design allows the same chip to be programmed and reprogrammed with different software and used for several generations and different applications of products, which reduces the internal development costs for manufacturers and allows them to differentiate their products by varying the software functionality. In addition, a programmable approach allows for “field upgrades” of the technology, such as replacement of software through remote downloading, rather than physical removal and replacement of the entire chip.

Internal development of a DSP core requires considerable design resources and specialization, which many semiconductor companies do not have. In today’s rapidly evolving markets with ever increasing complexity in processor cores and SoC solutions, it is usually not cost-effective for most semiconductor companies and designers to devote the engineering resources necessary to develop complicated components such as a programmable DSP core and associate tools and development systems. Therefore, companies increasingly rely on licensing other intellectual property, such as DSP cores, from third parties.

DSP cores are typically licensed either to semiconductor companies or directly to system OEMs. By choosing to license the DSP core, manufacturers can achieve the advantage of creating their own differentiated solutions, following their own product roadmaps rather than relying on standard catalog parts from DSP suppliers. Furthermore, OEMs that license DSP cores and build their own SoC solutions can source from multiple semiconductor manufacturers and achieve competitive pricing for their silicon solutions.

According to Forward Concepts, a market research firm, worldwide programmable DSP chip shipments increased to $6.1 billion in 2000 and then decreased to $4.3 billion in 2001, before increasing to $4.9 billion in 2002 and $6 billion in 2003. Forward Concepts predicts that this market will grow 25% in 2004.

Strategy

We believe that our industry is moving towards open-standard DSP cores and away from traditional proprietary solutions. We also believe that increased semiconductor product complexity and demands for reduced time-to-market have led more companies to decide to license complete application IP solutions, rather

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than licensing individual components from multiple suppliers. CEVA combines expertise in DSP with integrated application IP solutions – and therefore, we believe, is well positioned to take full advantage of these major industry shifts. To do so we intend to:

Products

We offer a portfolio of programmable DSP cores. Around these cores we provide our Xpert Open Framework — the essential system-on-chip (SoC) software and hardware infrastructure – as well as our Xpert Applications, which are a range of DSP-centric applications from GPS to VoIP to digital multimedia. Finally, our Xpert Integration technical services group assists licensees with their development and deployment needs. The following table summarizes our current products and their primary markets:

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CEVA DSP Cores

We market a portfolio of synthesizable, programmable DSP cores, each delivering a different balance of performance, power dissipation and cost, allowing customers to select a core ideally suited to their target application. Our current portfolio includes:

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All CEVA DSP cores are soft cores that can be manufactured on any process, and all are accompanied by a complete set of tools and an integrated development environment. An extensive third-party network supports CEVA DSP cores with a wide range of software and application IP.

Xpert Open Framework

Xpert is an open and re-usable framework enabling our licensees to rapidly and cost-effectively integrate application and communication IP with a CEVA DSP core. The Xpert open framework combines a standard software environment, integrated SoC peripheral hardware, integrated DSP core (CEVA-Teak, CEVA-Palm, or CEVA-X), PLL compiler and supporting tools and an integrated development environment.

The Xpert Open framework combines a software framework (Xpert-Creator), hardware platform, and CEVA/ARM inter-processor communications. Xpert hardware platforms are multipurpose, open-DSP sub-systems that integrate a CEVA DSP core, related peripherals and system interfaces. Our Xpert-Key Software Framework provides system designers with a multi-tasking run-time environment that supports multiple algorithms running concurrently on the DSP with host control.

The Xpert-Teak subsystem is a complete, licensable, DSP subsystem for low-power, low-cost, programmable, DSP-based SoC designs targeted at embedded application markets. It is fully synthesizable and process-independent, and it can be incorporated into a highly integrated SoCs. The Xpert-Teak subsystem is based around our CEVA-Teak DSP, with all required hardware peripherals. It incorporates on-chip data and program memories, high-performance DMA controller, Buffered Time Division Multiplexing Port (BTDMP), high-throughput Host Processor Interface (HPI), and other interfaces.

The Xpert-Palm Subsystem is built around our dual-MAC CEVA-Palm core. This is a complete, licensable, DSP subsystem for low-power, low-cost, programmable, DSP-based SoC designs targeted at embedded-application markets. It meets semiconductor and OEM vendors’ growing needs for low-power, low-cost,

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programmable DSP subsystem platforms for applications such as wireless base-band and application processing, digital cameras, consumer and professional audio, VoIP applications, and other emerging applications.

Xpert Applications

The convergence of computing, communications and mobility has posed an enormous challenge for semiconductor design, because system and silicon complexities for these devices have scaled exponentially. This has created significant demand for IP that delivers complete system solutions combining DSP cores, system hardware and the relevant software. Our Xpert-Applications products address this need. Xpert-Applications permit our customers to introduce feature-rich products while simultaneously minimizing their development cost, risk, complexity and time-to-market. We also offer our technology in discrete building blocks for specific functions that our customers use to develop complete systems and products. Our Xpert-Applications include:

Xpert Integration Services

Through our Xpert-Integration division, we provide design services that address the business, technical, and project-management requirements of our customers.

End Markets

Our portfolio of DSP cores and integrated application IP primarily targets the wireless and consumer multimedia markets, and support products such as:

Cellular telephone handsets. The cellular handset market is currently the largest market for DSP cores technology. Cellular telephones use DSP cores for voice compression, by which the human voice is compressed after being digitized, and channel coding, by which DSP techniques are used to encode the information. Our DSP cores are currently used in all types of digital cellular telephones, and we believe they will continue to be used in the next generations of cellular telephones (2.5G and 3G). Many of these next-generation phones incorporate video, audio and data features in addition to voice, extending the use of advanced DSP cores in their designs.

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Consumer multimedia. Consumer electronics constitute the second largest and fastest-growing market for DSP cores technology. DVD players, digital video recorders, digital still cameras and camcorders, digital portable music players and digital set-top boxes require DSP cores for their high fidelity audio, video and image features. DSP cores technology may also be used in the future to enhance the security of digital stored media by preventing unauthorized copies or downloads of audio and visual data.

Optical and magnetic disk drives. A disk drive controller chip controls the mechanism that reads and writes data from a memory disk platter. This market is characterized by high volume and extreme price sensitivity. Programmable DSP cores are designed to meet the requirements of this market by providing flexibility in the adoption of advanced search algorithms within the controller, resulting in the capability to support higher density, lower cost disks.

Wireline communication applications. High-speed serial communications and digital subscriber line (DSL) technology significantly increase the bandwidth of copper telephone lines for data transmission. The use of DSL-related applications is driven by the increasing demand for high-speed connectivity to the Internet. A programmable DSP core is used primarily to improve the quality of the signals received through the telephone line.

Voice-over packet network applications. This network technology enables the transmission of voice, along with video and data, over the same infrastructure in the form of small units of digital information (“packets”). This technology allows telecommunications operators to offer higher-value, unified services that combine fast data access, cheap voice rates and advanced voice and fax services to their customers. DSP technology is a key element in voice-over packet network applications.

Customers

We have licensed our DSP core designs and application IP to leading semiconductor companies throughout the world. These companies incorporate our cores and application IP into application-specific chips or custom-designed chips that they manufacture, market and sell to original equipment manufacturers (OEMs) of a variety of electronic products. We also license our cores and application IP to OEMs directly. To date, we have entered into more than 160 license agreements with more than 115 customers, including Atmel, Broadcom, Cirrus Logic, Fujitsu, Hitachi, Infineon Technologies, Kawasaki, LSI Logic, Maxim, Mitsubishi, Motorola, National Semiconductor, NEC, nVidia, Oki, Philips Semiconductors, PrairieComm, Samsung, Seiko-Epson, Sharp Microelectronics, Sony, STMicroelectronics and Texas Instruments. More than 115 of our current license agreements have royalty components, of which approximately 17 were producing royalty revenues at the end of 2003. Two customers accounted for 10% and 9% of our total revenues in 2003, respectively. The identity of our greater-than-10% customers varies from period to period, and we do not believe that we are materially dependent on any one or any small number of licensees. Information on the geographic breakdown of our revenues is contained in note 8 to our consolidated financial statements, which appear elsewhere in this annual report.

Sales and Marketing

We license our technology through both a direct sales force and third-party distributors. As of December 31, 2003, we had 26 people in sales and marketing and field sales applications. We have sales offices and representation in 12 locations worldwide.

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Maintaining close relationships with our customers is a central part of our strategy. We typically launch each new CEVA DSP core, application IP offering or upgrade with a signed license agreement with a blue-chip customer, which helps ensure that we are clearly focused on viable applications that meet broad industry needs. Staying close to our customers and strengthening these relationships is a significant part of our strategy. It allows us to create a roadmap for the future development of existing cores and application IP, and it helps us to anticipate the next potential applications for the market. We seek to use these relationships to deliver new products in a faster time to market.

We use a variety of marketing initiatives to stimulate demand and brand awareness in our target markets. These marketing efforts include contacts with industry analysts, presenting at key industry trade shows and conferences, distributing global press releases, organizing customer seminars, posting information on our website, issuing periodic newsletters and producing marketing materials. Our marketing group runs competitive benchmarking analyses to help us maintain our competitive position.

Technical Support

We offer technical support services through our offices in Israel, Ireland, the United Kingdom and the United States. Our distributors in Asia also maintain engineers who provide technical support services for our products. Our technical support services include:

We believe that our technical support services are key factors in our licensees’ ability to embed our cores and application IP in their designs and products. Our technology is highly complex, combining a sophisticated DSP cores architecture, integrated circuit designs and development tools. Effective customer support is critical in helping our customers to implement our solutions and helps to shorten the time to market for their applications. Our support organization is made up of experienced engineers and professional support personnel. We conduct detailed technical training for our licensees and their customers and meet with them on a regular basis to closely track the implementation of our technology.

Research and Development

Our research and development team is focused on improving and enhancing our existing products as well as developing new products to broaden our offering and market opportunity. These efforts are largely driven by current and anticipated customer needs.

Our research and development team consists of approximately 150 employees working in six development centers located in Ireland, Israel and the United Kingdom. This team consists of engineers who possess significant experience in developing advanced programmable DSP cores and application IP. Our research and development expenses, net of related research grants, were $17.4 million in 2003, $8.4 million in 2002 and $5.1 million in 2001. Giving effect to the combination with Parthus Technologies for the entire year 2002, our pro forma combined research and development expenses for 2002 would have been approximately $27.6 million.

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We encourage our research and development personnel to maintain active roles in the various international organizations that develop and maintain standards in the electronics and related industries. This involvement allows us to influence the development of new standards; keeps us informed as to important new developments regarding standards; and allows us to demonstrate our expertise to existing and potential customers who also participate in these standards-setting bodies.

Competition

The markets in which we operate are intensely competitive. They are subject to rapid change and are significantly affected by new product introductions. We compete with other suppliers of licensed programmable DSP cores and with suppliers of other DSP solutions and application IP. We believe that the principal competitive elements in our field are processor performance, overall system cost, power consumption, flexibility, reliability, software availability, ease of implementation, customer support and name recognition. We believe that we compete effectively in each of these areas, but can offer no assurance that we will have the financial resources, technical expertise, and marketing or support capabilities to compete successfully in the future.

The market is dominated by large, fully integrated semiconductor companies that have significant brand recognition, a large installed base and a large network of support and field application engineers. We face direct and indirect competition from:

We face direct competition mainly from various private intellectual property companies such as Adelante and StarCore, a venture formed by Infineon Technologies, Agere and Motorola. In addition, some large chip manufacturing companies such as ZSP, a division of LSI Logic, make their proprietary DSP technology available for license to create a second source for their technology.

In recent years, we have also faced competition from companies that offer microcontroller/microprocessor intellectual property. These companies’ products are used for control and system functions in various applications, including personal digital assistants and video games. Embedded systems typically incorporate both microprocessors responsible for system management and a programmable DSP that is responsible for communication and video/audio/voice compression. Recently, companies such as ARC, ARM Holdings, MIPS, and Tensilica have added a DSP extension to their products in addition to the microcontroller functions, which may successfully compete with our designs in applications that involve low-to-moderate DSP performance requirements.

With respect to certain large potential customers, we also compete with internal engineering teams, which may design programmable DSP core products in-house. These companies, which include Fujitsu, NEC and Philips, both license our designs for some applications and use their own proprietary cores for other applications. In the future, such companies may also choose to license their proprietary DSP cores to third parties and, as a result, become direct competitors.

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We also compete indirectly with several general-purpose semiconductor companies, such as Agere Systems, Analog Devices, Motorola and Texas Instruments. OEMs may prefer to buy general-purpose chips from large, established semiconductor companies rather than license our products. In addition, these companies are major competitors of many of the semiconductor companies that license our technologies. It is also possible that in the future these companies may choose to license their proprietary DSP cores to third parties and compete directly with us.

Aside from the in-house research and development groups, we do not compete with any individual company across the range of our market offerings. Within particular market segments, however, we do face competition to a greater or lesser extent from other industry participants. For example, in the following specific areas we compete with the companies indicated:

Proprietary Rights

Our success and ability to compete are dependent on our ability to develop and maintain the proprietary aspects of our intellectual property and to operate without infringing the proprietary rights of others. We rely on a combination of patent, trademark, trade secret and copyright laws and contractual restrictions to protect the proprietary aspects of our technology. These legal protections afford only limited protection of our technology. We also seek to limit disclosure of our intellectual property and trade secrets by requiring employees and consultants with access to our proprietary information to execute confidentiality agreements with us and by restricting access to our source code and other intellectual property. Due to rapid technological change, we believe that factors such as the technological and creative skills of our personnel, new product developments and enhancements to existing products are more important than specific legal protections of our technology in establishing and maintaining a technology leadership position.

We have an active program to protect our proprietary technology through the filing of patents. We hold 10 U.S. patents related to our DSP cores technology, with expiration dates between 2013 and 2020, and have 13 patent applications related to this technology pending in the United States, 9 pending in Israel, 6 pending in Japan, 5 pending in Europe and 3 pending in South Korea. We hold 22 U.S. patents related to our application IP technology, with expiration dates between 2011 and 2023, and 4 non-U.S. patents on various aspects of this technology. We also have 14 patent applications pending in the United States relating to our application IP technology and an additional 7 pending in Ireland, the United Kingdom and other jurisdictions.

We actively pursue foreign patent protection in other countries where we feel it is prudent to do so. Our policy is to apply for patents or for other appropriate statutory protection when we develop valuable new or improved technology. The status of patents involves complex legal and factual questions, and the breadth of claims allowed is uncertain. Accordingly, we cannot be assured that any patent application filed by us will result in a patent being issued, or that our issued patents, and any patents that may be issued in the future, will afford adequate protection against competitors with similar technology; nor can we be assured that patents issued to us will not be infringed or that others will not design around our technology. In addition, the laws of

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certain countries in which our products are or may be developed, manufactured or sold may not protect our products and intellectual property rights to the same extent as the laws of the United States. We can provide no assurance that our pending patent applications or any future applications will be approved or will not be challenged by third parties, that any issued patents will effectively protect our technology, or that patents held by third parties will not have an adverse effect on our ability to do business.

The semiconductor industry is characterized by frequent litigation regarding patent and other intellectual property rights. Questions of infringement in the semiconductor field involve highly technical and subjective analyses. Litigation may in the future be necessary to enforce our patents and other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. We cannot assure you that we would be able to prevail in any such litigation, or be able to devote the financial resources required to bring such litigation to a successful conclusion.

In any potential dispute involving our patents or other intellectual property, our licensees could also become the targets of litigation. We are generally bound to indemnify licensees under the terms of our license agreements. Although our indemnification obligations are generally subject to a maximum amount, these obligations could nevertheless result in substantial expenses. In addition to the time and expense required for us to indemnify our licensees, a licensee’s development, marketing and sale of products embodying our solutions could be severely disrupted or shut down as a result of litigation.

We also rely on trademark, copyright and trade secret laws to protect our intellectual property. We have applied for the registration in the United States of our trademark in the name CEVA and the related CEVA logo, and currently market our DSP cores and other technology offerings under this trademark.

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Employees

The table below presents the number of employees of CEVA as of December 31, 2003, by function and geographic location.

Our employees are not represented by any collective bargaining agreements, and we have never experienced a work stoppage. We believe our employee relations are good.

A number of our employees are located in Israel. Certain provisions of Israeli law and of the collective bargaining agreements between the Histadrut (General Federation of Labor in Israel) and the Coordination Bureau of Economic Organizations (the Israeli federation of employers’ organizations) apply to our Israeli employees.

Corporate History

Our company was incorporated in Delaware on November 22, 1999 under the name DSP Cores, Inc. It changed its name to ParthusCeva, Inc. in November 2002 and to CEVA, Inc. in December 2003.

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Our headquarters are located in San Jose, California and we have principal offices in Dublin, Ireland and Herzeliya, Israel.

We lease land and buildings for our executive offices, engineering, sales, marketing, administrative and support operations and design centers. The following table summarizes information with respect to the principal facilities leased by us as of December 31, 2003:

In connection with the re-alignment of our business described above, we have reviewed and continue to evaluate our property needs and to consider appropriate steps to most efficiently house our operations. We have made provisions in our financial statements for the underutilized building operating lease obligations we anticipate.

From time to time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. We are not currently a party to any legal proceedings, the adverse outcome of which, in management’s opinion, would have a material adverse effect on our results of operations or financial position.

None.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Below are the names, ages and principal recent business experience of our current executive officers. All such persons have been elected to serve until their successors are elected and qualified or until their earlier resignation or removal.

Chester J. Silvestri, age 55, has served as our Chief Executive Officer and President and as a member of our Board of Directors since June 2003 and as Chairman of our Board of Directors since February 2004. Mr. Silvestri has more than 25 years’ experience in the semiconductor industry, beginning as a design engineer and progressing through R&D, marketing, sales and executive management positions. Most recently, Mr. Silvestri held the position of CEO of Arcot Systems, a developer of credit card authentication software. Previously Mr. Silvestri held the position of chief operating officer of Tripath Technology, Inc., president of the Microelectronic Division of SUN Microsystems, Inc., and vice president and general manager of the Technology Licensing division of MIPS Computer Systems, Inc.

Gideon Wertheizer, age 47, has held various positions with CEVA since joining us in January 2001, currently serving as our Executive Vice President, CEVA DSP Cores. Previously he served as our Executive Vice President—Business Development & Chief Technology Officer, and as our Chief Executive Officer & President. Mr. Wertheizer was with DSP Group from 1990 to early 2001, ultimately as Executive Vice President of Intellectual Property.

Christine Russell, age 54, has served as our Chief Financial Officer, Treasurer and Secretary since October 2003. Ms. Russell has been a financial executive in technology businesses for more than 20 years, most recently as CFO of Persistence Software, Inc., a Nasdaq listed company. Previously, Ms. Russell was CFO of Cygnus Solutions (RedHat), a provider of development tools and platforms for embedded technologies, and served in various financial executive positions with Xerox for 8 years. Ms. Russell is a director and chair of the audit committee of Peak International, Ltd.

Issachar Ohana, age 38, has served as our Vice President, Worldwide Sales since November 2002. Prior to joining us, Mr. Ohana was with DSP Group beginning in August 1994 as a VLSI design engineer. He was appointed Project Manager of DSP Group’s research and development in July 1995, Director of Core Licensing in August 1998, and Vice President—Sales of the Core Licensing Division in May 2000.

In 2002, we adopted a Code of Business Conduct regarding the standards of conduct of our employees. We are currently finalizing a new Code of Business Conduct and Ethics regarding the standards of conduct of our directors, officers and employees. We intend to adopt this new code prior to our 2004 annual meeting, and will make it available on our website at www.ceva-dsp.com.

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PART II

Our common stock began trading on The NASDAQ National Market and the London Stock Exchange on November 1, 2002. Our common stock currently trades under the ticker symbol “CEVA” on NASDAQ and under the ticker symbol “CVA” on the London Stock Exchange. As of March 1, 2004, there were 9,009 holders of record of our common stock, some of whom are holders in nominee name for the benefit of different shareholders. The closing price of our common stock on The NASDAQ National Market on March 10, 2004 was $10.01 per share. The following table sets forth, for the periods indicated, the range of high and low closing prices per share of our common stock, as reported on The NASDAQ National Market.

We have never paid any cash dividends. We intend to retain future earnings, if any, to fund the development and growth of our business and currently do not anticipate paying cash dividends in the foreseeable future.

Information as of December 31, 2003 regarding options granted under our option plans and remaining available for issuance under those plans is contained in the definitive proxy statement for our Annual Meeting of Stockholders to be held in May 2004 and incorporated herein by reference.

2004 Annual Meeting of Stockholders

We anticipate that the 2004 annual meeting of our stockholders will be held on May 5, 2004.

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CEVA was formed through the combination of Parthus Technologies plc and CEVA in November 2002. Prior to that date, our DSP cores licensing business was part of DSP Group, Inc. With respect to periods prior to November 1, 2002, the financial data below have been prepared as if the separation of this business had been in effect throughout the relevant periods. The financial statements show this business as an entity carved out from the consolidated financial statements of DSP Group using the historical results of operations and historical bases of assets and liabilities of this business, as described in note 1 to our financial statements, which appear elsewhere in this Annual Report. The financial data below include the results of the business of Parthus Technologies only for the period following the combination on November 1, 2002.

The following selected financial data should be read in conjunction with, and are qualified by reference to, our consolidated financial statements and the related notes, as well as our “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, both appearing elsewhere in this Annual Report.