<PAGE>
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
________
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2)
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
United States 06-1143380
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
633 West 5th Street, 12th Floor, Los Angeles, California 90071
(Address of principal executive offices) (Zip Code)
Lynda A. Vogel, Senior Vice President and Managing Director
633 West 5th Street, 12th Floor, Los Angeles, California 90071
(213) 362-7399
(Name, address and telephone number of agent for service)
Terayon Communication Systems, Inc.
(Exact name of obligor as specified in its charter)
DELAWARE 77-0328533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2952 Bunker Hill Lane
Santa Clara, CA 95054
(Address of principal executive offices) (Zip Code)
5% Convertible Subordinated Notes due 2007
(TYPE OF SECURITIES)
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to
which it is subject.
Comptroller of the Currency, Western District Office, 50 Fremont
Street, Suite 3900, San Francisco, California, 94105-2292
(b) Whether it is authorized to exercise corporate trust powers.
Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee or of its parent,
State Street Bank and Trust Company.
(See notes on page 2.)
Item 3. through Item 15. Not applicable.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility.
1. A copy of the articles of association of the trustee as now in
effect.
A copy of the Articles of Association of the trustee, as now
in effect, is on file with the Securities and Exchange Commission as
an Exhibit with corresponding exhibit number to the Form T-1of
Western Digital Corporation, filed pursuant to Section 305(b)(2) of
the Trust Indenture Act of 1939, as amended (the "Act"), on May 12,
1998 (Registration No. 333-52463), and is incorporated herein by
reference.
2. A copy of the certificate of authority of the trustee to
commence business, if not contained in the articles of association.
A Certificate of Corporate Existence (with fiduciary powers)
from the Comptroller of the Currency, Administrator of National Banks
is on file with the Securities and Exchange Commission as an Exhibit
with corresponding exhibit number to the Form T-1 of Western Digital
Corporation, filed pursuant to Section 305(b)(2) of the Act, on
May 12, 1998 (Registration No. 333-52463), and is incorporated herein
by reference.
3. A copy of the authorization of the trustee to exercise corporate
trust powers, if such authorization is not contained in the documents
specified in paragraph (1) or (2), above.
Authorization of the Trustee to exercise fiduciary powers
(included in Exhibits 1 and 2; no separate instrument).
4. A copy of the existing by-laws of the trustee, or instruments
corresponding thereto.
A copy of the by-laws of the trustee, as now in effect, is
on file with the Securities and Exchange Commission as an Exhibit with
corresponding exhibit number to the Form T-1 of Western Digital
Corporation, filed pursuant to Section 305(b)(2) of the Act, on
May 12, 1998 (Registration No. 333-52463), and is incorporated
herein by reference.
1
<PAGE>
5. A copy of each indenture referred to in Item 4. if the
obligor is in default.
Not applicable.
6. The consents of United States institutional trustees required by
Section 321(b) of the Act.
The consent of the trustee required by Section 321(b) of
the Act is annexed hereto as Exhibit 6 and made a part
hereof.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority.
A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority is annexed hereto as
Exhibit 7 and made a part hereof.
NOTES
In answering any item of this Statement of Eligibility, which relates
to matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.
The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company of California,
National Association, a national banking association, organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Los Angeles, and State of California, on the 20th
day of October, 2000.
STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, NATIONAL ASSOCIATION
By: /S/ Scott C. Emmons
-----------------------------
NAME: Scott C. Emmons
TITLE: Vice President
2
<PAGE>
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended, in connection with the proposed issuance by
Terayon Communication Systems, Inc. of its 5% Convertible Subordinated Notes
due 2007, we hereby consent that reports of examination by Federal, State,
Territorial or District authorities may be furnished by such authorities to
the Securities and Exchange Commission upon request therefor.
STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, NATIONAL ASSOCIATION
By: /S/ Scott C. Emmons
-----------------------------
NAME: Scott C. Emmons
TITLE: Vice President
Dated: October 20, 2000
3
<PAGE>
EXHIBIT 7
Consolidated Report of Condition and Income for A Bank With Domestic Offices
Only and Total Assets of Less Than $100 Million of State Street Bank and Trust
Company of California, a national banking association duly organized and
existing under and by virtue of the laws of the United States of America, at the
close of business June 30, 2000, published in accordance with a call made by the
-------------
Federal Deposit Insurance Corporation pursuant to the required law: 12 U.S.C.
Section 324 (State member banks); 12 U.S.C. Section 1817 (State nonmember
banks); and 12 U.S.C. Section 161 (National banks).
<TABLE>
<CAPTION>
Thousands
ASSETS of Dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin............. 5,727
Interest-bearing balances...................................... 0
Securities............................................................. 38
Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its
Edge subsidiary................................................ 0
Loans and lease financing receivables:
Loans and leases, net of unearned income........... 0
Allowance for loan and lease losses................ 0
Allocated transfer risk reserve.................... 0
Loans and leases, net of unearned income and allowances........ 0
Assets held in trading accounts........................................ 0
Premises and fixed assets.............................................. 18
Other real estate owned................................................ 0
Investments in unconsolidated subsidiaries............................. 0
Customers' liability to this bank on acceptances outstanding........... 0
Intangible assets...................................................... 0
Other assets........................................................... 1,281
-----
Total assets........................................................... 7,064
=====
LIABILITIES
Deposits:
In domestic offices............................................ 0
Noninterest-bearing........................ 0
Interest-bearing........................... 0
In foreign offices and Edge subsidiary......................... 0
Noninterest-bearing.... ............................... 0
Interest-bearing ...................................................... 0
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its
Edge subsidiary................................................ 0
Demand notes issued to the U.S. Treasury and Trading Liabilities....... 0
Other borrowed money................................................... 0
Subordinated notes and debentures...................................... 0
Bank's liability on acceptances executed and outstanding............... 0
Other liabilities...................................................... 2,872
-----
Total liabilities...................................................... 2,872
=====
EQUITY CAPITAL
Perpetual preferred stock and related surplus.......................... 0
Common stock........................................................... 500
Surplus................................................................ 750
Undivided profits and capital reserves/Net unrealized
holding gains (losses)........................................ 2,942
Cumulative foreign currency translation adjustments................... 0
Total equity capital.................................................. 4,192
-----
Total liabilities and equity capital.................................. 7,064
=====
</TABLE>
4
<PAGE>
I, John J. Saniuk, Vice President and Comptroller of the above named bank do
hereby declare that this Report of Condition and Income for this report date
have been prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true to the best of my knowledge
and belief.
/S/ John J. Saniuk
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
/S/ Alan D. Greene
/S/ Bryan R. Calder
/S/ Lynda A. Vogel
5
