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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): May 5, 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
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Item 5. Other Events.
On February 9, 2000, the Board of Directors of Terayon Communications
Systems, Inc., (the "Company") approved a two-for-one stock split, subject to
stockholder approval of an increase to the authorized number of shares of the
Company's Common Stock from 45,000,000 to 200,000,000. The increase to the
authorized shares of Common Stock was subsequently approved by the stockholders
on April 11, 2000. The stock split was paid in the form of a stock dividend,
approved by the Board of Directors on April 11, 2000 (the "Dividend") to all
stockholders of record as of the close of business on April 25, 2000 (the
"Record Date") with each stockholder receiving one additional share of the
Company's common stock (the "Common Stock") for each share of Common Stock
held on the Record Date. The dividend was distributed on May 5, 2000 and the
Common Stock began trading on a split-adjusted basis on May 8, 2000.
Registration statements on Form S-3 (the "Forms S-3") previously filed
by the Company with the Securities and Exchange Commission ("SEC") were also
affected by the two-for-one stock split, as holders of outstanding and unsold
shares of Common Stock registered pursuant to one of the Company's Form S-3
received the Dividend on the Record Date. As of the Record Date, approximately
301,318 shares of Common Stock were outstanding and unsold under the Form S-3/A
filed with the SEC on December 29, 1999 (the "December S-3") and approximately
522,738 shares of Common Stock were outstanding and unsold under the Form S-3/A
filed with the SEC on February 11, 2000 (the "February S-3"). Accordingly, the
number of shares of Common Stock registered for resale under the December S-3 is
increased by approximately 301,318 shares and the number of shares of Common
Stock registered for resale under the February S-3 is increased by approximately
522,738 shares.
Additionally, the Dividend was paid to each share of Common Stock
either reserved for issuance or issued and unexercised under the Company's 1995
Stock Option Plan, 1997 Equity Incentive Plan, the 1998 Non-Employee Directors'
Plan, the 1999 Non-Officer Equity Incentive Plan and options granted outside the
stock option plans and any predecessor plans (together, the "Option Plans"),
such that the number of shares of Common Stock subject to outstanding options as
of the Record Date, doubled and the per share exercise price for each
outstanding option is one-half the stated per share exercise price.
A portion of the shares of Common Stock reserved and granted out of the
Option Plans are registered pursuant to Registration Statements of Form S-8
filed with the SEC on October 26, 1998 (the "October S-8") and December 29,
1999 (the "December S-8"). As of the Record Date, approximately 3,793,658
shares of Common Stock were reserved for issuance or issued and unexercised
under the October S-8 filed and approximately 2,970,675 shares of Common Stock
were reserved for issuance or issued and unexercised under the December S-8.
Accordingly, the number of shares of Common Stock registered under the October
S-8 is increased by approximately 3,793,658 shares and the number of shares of
Common Stock under the December S-8 is increased by approximately 2,970,675
shares.
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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 COMMUNICATIONS SYSTEMS,INC.
Dated: June 2, 2000 By: /s/ Ray M. Fritz
_______________________________
Ray M. Fritz
Chief Financial Officer
