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(1)

Based on the total number of DSP Group common stock outstanding as of September 30, 2002 and options to purchase DSP Group common stock outstanding as of September 30, 2002 which are exercisable prior to October 22, 2002.

(2)

Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(f)(2) under the Securities Act, is based upon the book value of the Common Stock computed as of June 30, 2002.

(3)

Previously paid.

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Provide an integrated solution.    We seek to maximize our competitive advantage by focusing on providing integrated solutions, both for our programmable DSP cores and our application-level IP platforms, and we intend to continue to invest in the development of technology for complete systems in our target markets.

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Enhance our expertise.    We seek to maximize our expertise in DSP, analog, mixed-signal and related software technology, and to capitalize on that expertise to address critical customer demands. We intend to enhance our existing DSP cores and IP platforms with additional features and performance, while developing new offerings that will focus on other emerging applications across the range of end markets we serve.

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Target top-tier customers.    We seek to strengthen relationships and expand licensing and royalty arrangements with our existing customers and to extend our customer base with other key industry companies in order to facilitate the development of our technology. We believe that we can achieve the best results by targeting our sales and marketing activities at high-volume semiconductor companies and leading OEMs with a track record of successful end-user product deployments. Parthus and Ceva together have entered into license agreements with nine of the top ten semiconductor companies worldwide.

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Focus on large and fast-growing markets.    We believe that our expertise in programmable DSP cores and platform-level IP allows us to target fast-growing segments within the consumer electronics market, such as wireless communications, mobile computing, automotive electronics, and consumer entertainment. We intend to strengthen our relationships and expand licensing and royalty arrangements with customers in those markets and to extend our customer base with key industry leaders within each of those segments.

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Take advantage of the industry shift towards open-standard architectures.    We believe that the industries in which we compete are moving away from proprietary IP solutions towards open-standard architectures, and that this trend creates an opportunity for providers of licensable DSP cores and platform-level IP. As a consequence, we intend to use our expertise to create leading products and services in critical open standards fields, such as Bluetooth, GPS and multimedia, to position ourselves to take advantage of this trend. We also participate in the development of industry standards in these and other emerging technology areas.

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Focus on a portfolio approach to the licensing of our IP platforms.    We seek to differentiate ourselves through the breadth of our IP offerings and our ability to integrate these offerings into a single solution built around our family of state-of-the-art DSP cores. In tandem with targeting top-tier customers, we intend to focus on offering a variety of solutions. Our product architecture is designed to allow multiple platforms to reside on the same piece of silicon, significantly reducing the cost and complexity of integration while simultaneously improving power dissipation and time to market for next-generation devices. This approach enables our customers to develop product solutions for next-generation devices that incorporate multiple functions. This approach will also provide our customers with the benefits of “one-stop shopping” and a technology roadmap for the next generation of multi-functional devices.

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Establish, maintain and expand relationships with key technology providers.    We have established and seek to expand our close working relationships with:

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contract semiconductor companies, usually referred to as silicon foundries, in order to assure adequate supplies of chips for our customers who purchase our technology in chip form and in order to give our other OEM customers a means of obtaining competitive manufacturing capabilities;

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third-party suppliers of block-level semiconductor IP, in order to have access to their most current technologies; and

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developers of both application-level and system-level software so that we can continue to offer complete platform solutions.

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We will be able to focus on developing our business and pursuing strategic opportunities in the licensing of technology to third parties, increase our research and development efforts, better target our markets, and focus our sales and support infrastructures in different markets than those of DSP Group.

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As a stand-alone, independent company, our management will be able to devote time and energy exclusively to our business.

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We plan to make our technology accessible to all potential users, free of competitive considerations faced by DSP Group.

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Our employees will be motivated by incentive compensation programs tied to the market performance of our common stock.

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As a more focused company, we expect to be able to make decisions more quickly, deploy resources more rapidly and efficiently and enhance our responsiveness to customers and partners.

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We expect to have direct access to the capital markets to issue debt or equity securities and to grow through acquisitions.

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labor, tax, employee benefit, indemnification and other matters arising from our separation from DSP Group;

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intellectual property matters;

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employee retention and recruiting;

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the nature, quality and pricing of transitional services DSP Group has agreed to provide us; and

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business opportunities that may be attractive to both DSP Group and us.

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corporate-level taxable gain would be recognized by DSP Group in an amount equal to the difference between the market value of the Ceva’s common stock at the time of distribution to the DSP Group stockholders and DSP Group’s basis in that stock (and the tax would be determined by multiplying such gain by DSP Group’s net effective tax rate at the time of the distribution (currently approximately 38%)); and

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each holder of DSP Group’s common stock who received shares of our common stock in the distribution would be treated as having received a dividend taxable as ordinary income in an amount equal to the fair market value of our common stock received (assuming that DSP Group had sufficient current or accumulated “earnings and profits”). Dividends paid to holders that are U.S. corporations may be eligible for the dividends received deduction. For certain holders of DSP Group common stock — mainly non-U.S. stockholders — the dividend may be subject to withholding at a rate of 30%, or less if there is a lower rate under an applicable treaty. To the extent the distribution exceeds a DSP Group stockholder’s ratable portion of the current or accumulated earnings and profits of DSP Group, such distribution would be a non-taxable return of capital to the extent of the basis in such stockholder’s DSP Group common stock, and capital gain (if the DSP Group common stock is held by the stockholder as a capital asset) to the extent the amount distributed exceeds such basis.

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retaining and integrating management, engineering and other key employees of each of Ceva and Parthus;

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retaining existing customers, suppliers, distributors, licensees, vendors and others that have historically done business with Ceva or Parthus;

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integrating sales efforts so that customers can do business easily with the combined company; and

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preventing delays in ongoing research and development activities to permit efficient time-to-market introductions and time-to-volume production for acquired products and new technologies.

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impairment and/or loss of relationships with employees, customers, suppliers, distributors, licensees, vendors and others that have historically done business with Ceva or Parthus;

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adverse financial results associated with integration of the two businesses, including unanticipated expenses related to the integration and deployment of acquired technologies; and

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disruption of our business and distraction of our management.

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ParthusCeva’s technology may not be as robust as expected or may not achieve the expected performance, features or product yield;

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ParthusCeva’s intellectual property, including its patent portfolio, may not be as valuable as expected; and

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the value of the combination may not be accretive.

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difficulties integrating acquired operations, personnel, technologies or products;

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diversion of management’s focus from our core business concerns;

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write-offs related to acquired assets, including write-offs related to impairment of goodwill and other intangible assets; and

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dilution to existing stockholders and earnings per share.

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timely introduction, demand and market acceptance of new or enhanced products;

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new product announcements and introductions by competitors;

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supply constraints for and changes in the cost of components incorporated in our products;

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timing and volume of orders and production;

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gain or loss of significant customers, licensees, distributors and suppliers; and

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changes in our pricing policies and those of our competitors and suppliers.

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potential dilutive issuances of equity securities;

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the incurrence of debt and contingent liabilities;

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amortization of intangibles and impairment of goodwill;

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research and development write-offs; and

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other acquisition-related expenses.

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respond to new technologies or technical standards;

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react to changing customer requirements and expectations;

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devote needed resources to the development, production, promotion and sale of products; or

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deliver competitive products at lower prices.

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allocate a portion of their manufacturing capacity to our needs;

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produce acceptable quality silicon wafers and chips with acceptable manufacturing yields; and

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deliver chips on a timely basis at a competitive price.

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negative market reaction to the separation of the DSP cores licensing business from DSP Group;

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negative market reaction to the combination of Parthus and Ceva;

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quarterly variations in our operating results;

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changes in revenue or earnings estimates or publication of research reports by analysts;

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speculation in the press or investment community;

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strategic actions by us or our competitors, such as acquisitions or restructurings;

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actions by institutional stockholders;

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general market conditions; or

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domestic and international economic factors unrelated to our performance.

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Greater Strategic Focus.    DSP Group designs, manufactures and markets DSP integrated circuit devices for highly-integrated digital cordless phones, Internet telephony devices and other digital speech products. Our focus for the DSP cores licensing business will be on developing businesses and strategic opportunities in the licensing of technology to third parties for the manufacturing of these products. Our separation from DSP Group and the subsequent combination with Parthus will allow the board of directors, management team and employees of the combined company to focus specifically on our business and strategic opportunities. As a combined entity separate from DSP Group, we will have a greater ability to modify our business processes and organization to fulfill our goals with respect to enhanced research and development and the creation of targeted markets and sales and support infrastructures that better accommodate the needs of our business, customers and employees.

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Greater Management Focus.    As a stand-alone, independent company, our management can devote time and energy exclusively to our business. Our business requires a significant amount of executive attention at the sales and marketing level because license agreements are typically not finalized without the involvement of a sophisticated negotiator. The separation will enable our management team to focus on the licensing business without the distractions of the competing needs of DSP Group’s business.

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Avoid Conflicts of Interest.    As a licensor of intellectual property, we can make our technology accessible to all potential users. Our relationship with DSP Group raised competitive considerations for both DSP Group and potential customers of the products of the DSP cores licensing business, including direct competitors of DSP Group. We believe our separation from DSP Group will enable us to enter into license agreements with direct competitors of DSP Group, to offer more competitive agreements to potential customers, and to enter into mergers, joint ventures and technology development relationships as the opportunities present themselves.

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Better Incentives for Employees and Greater Accountability.    We expect the motivation of our employees and the focus of our management will be strengthened by incentive compensation programs tied to the market performance of our common stock. Our separation from DSP Group and combination with Parthus will enable us to offer our employees compensation directly linked to the performance of our business, which we expect to enhance our ability to attract and retain qualified personnel.

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Increased Speed and Responsiveness.    As a stand-alone company, we expect to be able to make decisions more quickly, deploy resources more rapidly and efficiently and operate with more agility than we could as a part of a more diverse organization. In addition, we expect to enhance our responsiveness to the needs of our customers and partners.

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Direct Access to Capital Markets.    As a separate company, we will have direct access to the capital markets to finance our operational and financial requirements, including growth through acquisitions.

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a technology transfer agreement whereby DSP Group transfers and/or assigns certain technology, third party licenses and other contracts to Ceva;

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a technology transfer assignment and assumption agreement whereby Ceva transfers and/or assigns the technology, as well as its rights under the transfer agreement, to DSP Ceva, Inc.;

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a technology transfer agreement whereby DSP Group, Ltd. transfers and/or assigns certain technology, third party licenses and other contracts to Corage, Ltd.;

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a transition services agreement between DSP Group, Ltd. and Corage, Ltd.; and

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a tax indemnification and allocation agreement between DSP Group and Ceva.

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liquidate or dispose of all or a substantial portion of our “active trade or business” as defined in the separation agreement;

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discontinue the conduct of our “active trade or business”; or

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except in accordance with the provisions of the separation agreement, dispose of any business or assets that would cause us to be operated in a manner inconsistent in any material respect with the business purposes of the distribution as set forth in the representation letter sent to, and the tax rulings issued by, the Internal Revenue Service in connection with the separation and distribution; and

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the failure to pay, perform or discharge any liabilities for which it is responsible under the separation agreement;

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the breach by it or any of its affiliates of the terms of the separation agreement and the ancillary agreements associated with the separation agreement; and

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the breach by it or any of its affiliates of any of the covenants or obligations in the combination agreement or any other documents or instruments executed or delivered by that party in connection with the separation, distribution and combination. These rights and obligations shall survive until the second anniversary following the distribution date. The amount of any claims for indemnification will be reduced by the amount of any insurance proceeds. There are no other limitations on the rights and obligations relating to the amount of any claim for indemnification.

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the parties will make a good-faith effort to first resolve the dispute through negotiation;

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in connection with these attempts to resolve the dispute, the parties may agree to attempt to resolve the dispute through non-binding mediation; and

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after certain events occur as described in the separation agreement, the parties can resort to binding arbitration. In addition, under limited circumstances any party acting in good faith may initiate litigation in lieu of complying with the arbitration provisions of the separation agreement.

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permitting dedicated management to focus on that line of business;

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eliminating potential lack of focus and customer confusion with respect to the DSP Group product business;

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presenting the opportunity for the DSP cores licensing business to obtain financing through third party sources or strategic relationships; as well as

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offering targeted employment incentives through the creation of separate equity incentive plans.

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DSP cores, which provide the processing capability for digital electronic devices; and

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platform applications that make DSP technology useful to manufacturers of digital electronic devices.

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eliminating the disparity in value between the entities;

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providing adequate levels of working capital for the DSP cores licensing business; and

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providing a return of capital to Parthus shareholders.

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Immediately prior to the combination with Ceva, Parthus distributed to its shareholders an aggregate capital repayment of $60 million in cash.

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The existing Parthus shares were then cancelled and each Parthus shareholder received new shares of ParthusCeva’s common stock.

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Immediately following the combination, the stockholders of DSP Group and the former shareholders of Parthus own approximately 50.1% and 49.9%, respectively, of the common stock of ParthusCeva.

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ParthusCeva assumed all outstanding Parthus share options and the option plans and option agreements that govern them. These options continue with the same terms and conditions, except that they have become options to purchase shares of ParthusCeva’s common stock and have been adjusted in the manner set forth below. Option holders will no longer be able to obtain Parthus shares or ADSs upon exercise of such options.

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The number of shares of ParthusCeva’s common stock purchasable upon the exercise of each Parthus option is equal to the number of Parthus shares underlying the option, adjusted to take into account the conversion of Parthus shares into ParthusCeva shares. The exercise price per share was also adjusted proportionately and further adjusted as described below.

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on an actual basis (not giving effect to the contribution and combination described below);

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pro forma to give effect to:

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the contribution of the DSP cores licensing business of DSP Group to us, including a sum of $40 million in cash and $2.5 million in other assets, plus the amount by which the transaction costs of the separation and combination exceed $2 million, as though it had occurred on June 30, 2002;

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the combination of Ceva and Parthus as though it had closed on June 30, 2002;

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the results of the cancellation of certain shares of Ceva’s common stock in connection with its separation from DSP Group; and

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the repricing of certain Parthus options, including changes made as a result of Parthus’ $60 million cash repayment of capital to the Parthus shareholders.

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2,517,020 (1,135,035 pro forma) shares of our common stock subject to outstanding options under our 2000 Stock Incentive Plan at a weighted average exercise price of $5.54 per share ($12.29 per share pro forma);

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3,482,980 (1,570,629 pro forma) shares of our common stock available for issuance pursuant to our 2000 Stock Incentive Plan. No option grants will be made under our 2000 Stock Incentive Plan following the distribution;

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2,210,155 shares of DSP Group’s common stock (736,718 shares of Ceva’s common stock pro forma) will be subject to options to be granted on the distribution date to holders of options to purchase shares of DSP Group’s common stock.

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3,991,622 (1,800,000 pro forma) shares of our common stock available for issuance pursuant to our 2002 Stock Incentive Plan;

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2,217,568 (1,000,000 pro forma) shares of our common stock available for issuance pursuant to our 2002 Employee Stock Purchase Plan; and

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The pro forma share numbers above also exclude 1,644,435 additional shares of our common stock that will be subject to options to be assumed by us in connection with the combination with Parthus. As of June 30, 2002, there were outstanding options to purchase an aggregate of 107,799,111 ordinary shares of Parthus.

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Assuming all ordinary shares were held in the form of ADSs

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DSP Group executives will hold the positions of Chairman of the board of directors; Executive Vice President—Business Development and Chief Technology Officer; Vice President and General Manager of the DSP Intellectual Property Licensing Division; and Chief Scientist—DSP Technologies.

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Parthus executives will hold the positions of President and Chief Executive Officer, who will also be a board member of ParthusCeva; Vice Chairman; Chief Financial Officer; and Vice President—Sales.

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Significant under performance relative to expected historical or projected future operating results;

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Significant changes in the manner of our use of the acquired assets or the strategy for our overall business; and

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Significant negative industry or economic trends.

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support more rapid expansion of the business of the new combined company than we currently anticipate;

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develop and introduce new or enhanced DSP core designs or services;

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respond to competitive pressures;

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invest in or acquire complementary businesses or technologies; or

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respond to unanticipated requirements or developments.

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significant underperformance relative to expected historical or projected future operating results;

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significant changes in the manner of Parthus’ use of the acquired assets or the strategy for Parthus’ overall business;

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significant negative industry or economic trends;

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significant decline in Parthus’ stock price for a sustained period; and

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changes in the ratio of Parthus’ market capitalization to net book value.

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technological feasibility had not been established at the acquisition date;

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there was no alternative future use and;

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the fair value was estimable with reasonable certainty.

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Second-generation (2G), “second-and-a-half”-generation (2.5G) and third-generation (3G) cellular telephones—cellular telephones that combine voice communications and high-speed data transmission capabilities, permitting access to the Internet and other advanced features;

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Internet-enabled personal digital assistants, or PDAs—hand-held devices that incorporate electronic calendars, address books and remote access to the Internet and other data networks;

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“Intelligent” pagers—personal paging devices that incorporate advanced data communications features, such as access to e-mail, news, weather and stock quotes;

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Global positioning system (GPS) devices—devices used in automobiles, wireless connections for personal computers and industrial controls accessed through wireless Internet connections;

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Other internet devices—products such as laptop computers, set-top boxes, Internet appliances and gaming consoles, which are increasingly connected to the Internet via either broadband wireless technologies or wireless local area network (W-LAN) technologies;

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Hard drive controllers—the devices which control the reading and writing of data for personal computers;

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Voice over packet gateways and clients—products for Voice-Over Internet Protocol (VoIP) and Voice-Over Broadband (VoB) applications;

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wireline telecommunications applications—applications such as digital subscriber line (DSL);

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automotive applications;

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consumer audio devices—products such as MP3 players; and

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digital still cameras.

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permits high-data-rate communications in conformity with industry standards;

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allows the integration of more advanced features at reasonable prices by combining functions on a single system-on-a-chip; and

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helps speed time to market by reducing product development time through design reuse.

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An extensive IP portfolio.    Our IP portfolio spans the bulk of mobile Internet, wireless application and multimedia technologies, as well as a suite of programmable DSP cores. This portfolio often allows us to provide a customer with the required solution with reduced development cost, complexity and risk, therefore reducing the customer’s time to market.

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The ability to deliver complete system solutions.    Our broad IP portfolio allows us to provide our customers with complete solutions at the system level, including application-specific IP platforms and general-purpose DSP cores. Our company combines the expertise of a provider of DSP architectures with the expertise of a supplier of complete platform level-IP solutions, which we believe strongly positions us to become a leading supplier of open-standard IP solutions to the industry.

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Flexible IP deployment and support.    To meet specific customer circumstances and requirements, we intend to offer system-level solutions composed of our IP platforms built around our DSP cores, as well as to license our platforms and cores as stand-alone offerings. We make our solutions available in the form of licensed intellectual property rights, dedicated development projects, or “hard IP” embodied in silicon chips or circuit boards. In addition, we offer our licensees specialized intellectual property integration support. We believe that this flexibility facilitates the adoption and integration of our intellectual property.

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Leading-edge technology.    Our licensing relationships with a number of leading semiconductor companies and OEMs, as well as our communications with potential customers, help to assure that we are developing additional intellectual property that meets market requirements as they evolve. A number of our employees also participate actively in international standards-setting bodies in order to influence and learn about new technological developments.

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The ability to provide a production-ready solution.    We fully test the platforms and DSP cores we provide so that they are ready for product integration. In addition, we utilize third-party foundries that manufacture chips to our design. These relationships allow us to assure our customers access to low-cost production.

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A diverse and experienced research and development staff.    We have approximately 227 employees engaged in product development in a broad range of areas, including analog, digital, software, mixed-signal and digital signal processing technology. We believe that the breadth of knowledge, experience, and stability of our workforce allow us to provide better and faster services to our customers, and to maintain and develop our core intellectual property efficiently.

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Provide an integrated solution.    We seek to maximize the competitive advantage provided by our ability to offer an integrated IP solution—including communications, applications and multimedia IP built around our DSP processor core architectures. We believe that this integrated solution will favorably position us to capitalize on what we believe is the industry trend towards the licensing of open-standard IP architectures.

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Take advantage of the industry shift towards open-standard architectures.    We believe that the industry trend away from proprietary IP towards open-standard architectures creates an opportunity for providers of licensable DSP cores and platform-level IP. As a consequence, we intend to use our expertise in critical open standards fields, such as Bluetooth, GPS and multimedia, in order to position ourselves to take advantage of this trend. Towards this end, we have participated and intend to continue to participate in the development of industry standards in these and other emerging technology areas.

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Focus on a portfolio approach to the licensing of our IP platforms.    We seek to differentiate ourselves through the breadth of our IP offerings and our capability to integrate these offerings into a single solution built around our family of state-of-the-art DSP cores. We intend to continue to expand our portfolio of broadband wireless solutions (2G, 2.5G, 3G), wireless local area networking solutions (802.11, Bluetooth), and key application an