TERAYON COMMUNICATION SYSTEMS
S-8, 2001-01-16
TELEPHONE & TELEGRAPH APPARATUS
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<PAGE>


  As filed with the Securities and Exchange Commission on January 16, 2001
                                                    Registration No. 333-______
===============================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 _____________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                      TERAYON COMMUNICATION SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                        77-0328533
   (State of Incorporation)                  (I.R.S. Employer Identification No.

                                _____________

                              2952 Bunker Hill Lane
                              Santa Clara, CA 95054
                    (Address of principal executive offices)

                                 _____________

                    2000 TrueChat, Inc. Equity Incentive Plan

                                 Dr. Zaki Rakib
                             Chief Executive Officer
                       Terayon Communication Systems, Inc.
                              2952 Bunker Hill Lane
                              Santa Clara, CA 95054
                                 (408) 727-4400
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                 _____________

                                   Copies to:
                                 Karyn S. Tucker
                                Angelique Tremble
                                 Audrey K. Scott
                               Cooley Godward LLP
                               One Maritime Plaza
                                 20/th/ Floor
                          San Francisco, CA 94111-3580
                                 (415) 693-2000

                                 _____________


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================================
                                                      Proposed Maximum       Proposed Maximum
  Title of Securities to         Amount to be        Offering Price Per     Aggregate Offering       Amount of
      be Registered               Registered              Share(3)               Price(1)         Registration Fee
-----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                    <C>                     <C>
Shares of Common                  126,061           $0.22                   $27,733.42             $6.93
Stock, par value $.001
per share, subject to
outstandings options
granted under the 2000
TrueChat, Inc. Equity
Incentive Plan
=======================================================================================================================
Totals                            126,061           $0.22                   $27,733.42             $6.93

=======================================================================================================================
</TABLE>

(1)    Estimated solely for the purpose of calculating the amount of the
       registration fee. The offering price per share and aggregate offering
       price are based upon the weighted average exercise price, for shares
       subject to options previously granted under the 2000 TrueChat, Inc.
       Equity Incentive Plan for Terayon Communication Systems, Inc. (the
       "Company") (pursuant to Rule 457(h) under the Securities Act of 1933, as
       amended (the "Act")).
<PAGE>

                    INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents filed by the Company with the Securities and
Exchange Commission (the "SEC") are incorporated by reference into this
Registration Statement:

       (a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or either (1) the Company's latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act") that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

       (b) All other documents listed below and any future filings we will make
with the SEC under Section 13(a) or 15(d) of the Securities Exchange Act of 1934
or the registration statement referred to in (a) above:

           .      Annual Report on Form 10-K for the year ended December 31,
                  1999, as amended on Form 10-K/A filed on April 28, 2000;

           .      Quarterly report on Form 10-Q for the quarter ended March 31,
                  2000;

           .      Quarterly report on Form 10-Q for the quarter ended June 30,
                  2000;

           .      Quarterly report on Form 10-Q for the quarter ended September
                  30, 2000, as amended on Form 10-Q/A filed on November 15,
                  2000;

           .      Current Report on Form 8-K filed on May 3, 2000, as amended on
                  Form 8-K/A filed on May 8, 2000 and as amended on Form 8-K/A
                  filed on June 29, 2000;

           .      Current Report on Form 8-K filed on July 18, 2000;

           .      Current Report on Form 8-K filed on October 5, 2000, as
                  amended on Form 8-K/A filed on October 18, 2000;

           .      Current Report on Form 8-K filed on October 23, 2000;

           .      Current Report on Form 8-K filed on January 9, 2001; and

           .      The description of the common stock contained in our
                  Registration Statement on Form 8-A, as filed on July 20, 1998
                  with the SEC.

       All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                           DESCRIPTION OF SECURITIES

       Not applicable.

                    INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not applicable.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

       As permitted by Section 145 of the Delaware General Corporation Law, the
Bylaws of the Company provide that (i) the Company is required to indemnify its
directors and executive officers to the fullest extent permitted by the Delaware
General Corporation Law, (ii) the Company may, in its discretion, indemnify
other offices, employees and agents as set forth in the Delaware General
Corporation Law, (iii) to the fullest extent permitted by the Delaware General
Corporation Law, the Company is required to
<PAGE>

advance all expenses incurred by its directors and executive officers in
connection with a legal proceeding (subject to certain exceptions), (iv) the
rights conferred in the Bylaws are not exclusive, (v) the Company is authorized
to enter into indemnification agreements with its directors, officers, employees
and agents and (vi) the Company may not retroactively amend the Bylaws
provisions relating to indemnity.

       The Company has entered into agreements with its directors and executive
officers that require the Company to indemnify such persons against expenses,
judgments, fines, settlements and other amounts that such person becomes legally
obligated to pay (including expenses of a derivative action) in connection with
any proceeding, whether actual or threatened, to which any such person may be
made a party by reason of the fact that such person is or was a director or
officer of the Company or any of its affiliated enterprises, provided such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Company. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.


                      EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.



                                 EXHIBIT INDEX

   Exhibit
   Number                              Description

    5.1          Opinion of Cooley Godward LLP

   23.1          Consent of Ernst & Young LLP, Independent Auditors

   23.2          Consent of Ernst & Young LLP, Independent Auditors

   23.3          Consent of PricewaterhouseCoopers LLP, Independent Accountants

   23.4          Consent of Kost Forer & Gabbay (a member of Ernst & Young
                 International), Independent Auditors

   23.5          Consent of Kost Forer & Gabbay (a member of Ernst & Young
                 International), Independent Auditors

   23.6          Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
                 this Registration Statement

   24.1          Power of Attorney. Reference is made to the signature page.

   99.1          2000 TrueChat, Inc. Equity Incentive Plan


                                 UNDERTAKINGS

1.     The undersigned registrant hereby undertakes:

       (a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

           (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act;

           (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
<PAGE>

high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (ss. 230.424(b) of
this chapter) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

          (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

     provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference herein.

     (b)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

2.   The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to section 15(d) of the Exchange Act) that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered herein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

3.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Registration Statement Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, State of
California on January 16, 2001.

                                        TERAYON COMMUNICATION SYSTEMS, INC.

                                        By: /s/ Dr. Zaki Rakib
                                           ---------------------------------
                                             Dr. Zaki Rakib
                                             Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. Zaki Rakib and Shlomo Rakib and each
or any one of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                            Title                                      Date
---------                            -----                                      ----
<S>                                  <C>                                        <C>

   /s/ Dr. Zaki Rakib
-----------------------------        Chief Executive Officer, Secretary         January 16, 2001
       Dr. Zaki Rakib                and Director (Principal Executive
                                     Officer)

   /s/ Ray M. Fritz
-----------------------------        Chief Financial Officer (Principal         January 16, 2001
        Ray M. Fritz                 Financial and Accounting Officer)

   /s/ Shlomo Rakib
-----------------------------        President and Chairman of the              January 16, 2001
       Shlomo Rakib                  Board of Directors

   /s/ Michael D'Avella
-----------------------------        Director                                   January 16, 2001
       Michael D'Avella

   /s/ Alek Krstajic
-----------------------------        Director                                   January 16, 2001
       Alek Krstajic
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
Signature                            Title                                      Date
---------                            -----                                      ----
<S>                                  <C>                                        <C>
 /s/ Christopher J. Schaepe
-----------------------------        Director                                   January 16, 2001
    Christopher J. Schaepe

 /s/ Lewis Solomon
-----------------------------        Director                                   January 16, 2001
        Lewis Solomon

 /s/ Mark A. Stevens
-----------------------------        Director                                   January 16, 2001
       Mark A. Stevens
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

 Exhibit
 Number                           Description

    5.1        Opinion of Cooley Godward LLP

   23.1        Consent of Ernst & Young LLP, Independent Auditors

   23.2        Consent of Ernst & Young LLP, Independent Auditors

   23.3        Consent of PricewaterhouseCoopers LLP, Independent Accountants

   23.4        Consent of Kost Forer & Gabbay (a member of Ernst & Young
               International), Independent Auditors

   23.5        Consent of Kost Forer & Gabbay (a member of Ernst & Young
               International), Independent Auditors

   23.6        Consent of Cooley Godward LLP is contained in Exhibit 5.1 to
               this Registration Statement

   24.1        Power of Attorney. Reference is made to the signature page.

   99.1        2000 TrueChat, Inc. Equity Incentive Plan



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