<PAGE>
SECURITIES EXCHANGE AND 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): September 27, 2000
Terayon Communication Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-24647 77-0328533
(Commission File No.) (I.R.S. Employer Identification No.)
2952 Bunker Hill Lane
Santa Clara, CA 95054
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 727-4400
<PAGE>
Item 2. Acquisition or Disposition of Assets.
A. Digital Transmission Equipment.
On September 27, 2000 (the "Digitrans Closing Date"), the registrant,
Terayon Communication Systems, Inc., a Delaware corporation ("Terayon"),
acquired Digital Transmission Equipment, a California corporation ("Digitrans"),
pursuant to that certain Stock Purchase Agreement (the "Digitrans Agreement") by
and among Terayon, Digitrans, The D.W. Thomas Companies, Inc., a California
corporation and Donald W. Thomas, an individual dated September 27, 2000 (the
"Digitrans Acquisition"). Digitrans develops, markets and sells digital
equipment solutions that enable broadcasters, satellite operators and cable
television system operators to optimize network services.
Pursuant to the Digitrans Agreement, Terayon acquired all outstanding
shares of capital stock of Digitrans, and Digitrans became a wholly-owned
subsidiary of Terayon on September 27, 2000 (the "Effective Time"). As
consideration for the Digitrans Acquisition, the former shareholders and the
employees of Digitrans received an aggregate of three hundred ninety four
thousand three hundred twenty nine (394,329) shares of Terayon common stock and
approximately two hundred ninety three thousand four hundred dollars ($293,400)
in cash payments as described in the Digitrans Agreement attached hereto as
Exhibit 2.1. The Digitrans Acquisition is intended to qualify for "purchase"
accounting treatment under the requirements of Opinion 16 of the Accounting
Principles Board of the American Institute of Certified Public Accountants
("AICPA") and the related published interpretations of the AICPA, the Financial
Accounting Standards Board and the rules and regulations of the Securities and
Exchange Commission.
B. Mainsail Networks, Inc.
On September 29, 2000 (the "Mainsail Closing Date"), the registrant,
Terayon Communication Systems, Inc., a Delaware corporation ("Terayon"),
acquired Mainsail Networks, Inc., a Delaware corporation ("Mainsail"), pursuant
to that certain Agreement and Plan of Merger and Reorganization among Terayon,
MN Acquisition Corp., a Delaware corporation, Mainsail and Certain Stockholders
of Mainsail dated August 1, 2000 (the "Mainsail Acquisition"), as amended by
that Certain First Amendment to Agreement and Plan of Reorganization dated
September 29, 2000 (collectively, the "Merger Agreement").
Pursuant to the Merger Agreement, Terayon acquired all outstanding
shares of capital stock of Mainsail, and Mainsail became a wholly-owned
subsidiary of Terayon on September 29, 2000 (the "Effective Time"). As
consideration for the Mainsail Acquisition, the former stockholders of Mainsail
received an aggregate of three million one hundred thirty seven thousand two
hundred sixty five (3,137,265) shares of Terayon common stock and approximately
three million nine hundred nineteen thousand four hundred and ten dollars in a
cash payment as described in the Merger Agreement attached hereto as Exhibit
2.2. The Mainsail Acquisition is intended to qualify for "purchase" accounting
treatment under the requirements of Opinion 16 of the Accounting Principles
Board of the American Institute of Certified Public Accountants ("AICPA") and
the related published interpretations of the AICPA, the Financial Accounting
Standards Board and the rules and regulations of the Securities and Exchange
Commission.
<PAGE>
Item 7. Financial Statements and Exhibits.
a. The financial statements required by this Item will be filed by
amendment no later than 60 days after the date of this report.
b. The pro forma financial statements required by this Item will be
filed by amendment no later than 60 days after this report.
c. The following exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-K:
<PAGE>
Exhibit Number Exhibit
2.1 Stock Purchase Agreement, dated September 27, 2000, by and
among Terayon Communication Systems, Inc., Digital
Transmission Equipment, The D.W. Thomas Companies, Inc. and
Donald W. Thomas
2.2 Agreement and Plan of Merger and Reorganization, dated
September 29, 2000, among Terayon Communication Systems,
Inc., MN Acquisition Corp., a Delaware corporation, Mainsail
and Certain Stockholders of Mainsail Networks, Inc.
2.3 First Amendment to Agreement and Plan of Merger and
Reorganization dated September 29, 2000
<PAGE>
SIGNATURE
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, thereunto duly authorized.
Terayon Communication Systems, Inc.
Dated: October 5, 2000 By: /s/ Shlomo Rakib
-------------------------------------
Shlomo Rakib
President
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
2.1 Stock Purchase Agreement, dated September 27, 2000, by and among
Terayon Communication Systems, Inc., Digital Transmission
Equipment, The D.W. Thomas Companies, Inc. and Donald W. Thomas
2.2 Agreement and Plan of Merger and Reorganization, dated September
29, 2000, among Terayon Communication Systems, Inc., MN
Acquisition Corp., a Delaware corporation, Mainsail and Certain
Stockholders of Mainsail Networks, Inc.
2.3 First Amendment to Agreement and Plan of Merger and
Reorganization dated September 29, 2000
