VYYO INC, S-1/A, 2000-09-13

VYYO INC
S-1/A, 2000-09-13
COMMUNICATIONS EQUIPMENT, NEC

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<PAGE>

As filed with the Securities and Exchange Commission on September 13, 2000

Registration Statement No. 333-45132
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

---------------
VYYO INC.
(Exact name of Registrant as specified in its charter)

---------------
Delaware 3670 94-3241270
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Code Number)
organization)

20400 Stevens Creek Boulevard, 8th Floor
Cupertino, California 95014
(408) 863-2300
(Address, including zip code, and telephone number including area code, of
Registrant's principal executive offices)

Davidi Gilo
Chief Executive Officer
Vyyo Inc.
20400 Stevens Creek Boulevard, 8th Floor
Cupertino, California 95014
(408) 863-2300
(Name, address, including zip code, and telephone number including area code,
of agent for service)

---------------
Copies to:

<TABLE>
<S> <C> <C>
GREGORY C. SMITH, ESQ. DONALD C. REINKE, ESQ. NORA L. GIBSON, ESQ.
Skadden, Arps, Slate, Meagher & Flom LLP BRUCE D. WHITLEY, ESQ. Wilson, Sonsini, Goodrich & Rosati
525 University Avenue, Suite 220 Bay Venture Counsel, LLP One Market Plaza, Spear Street Tower
Palo Alto, California 94301 1999 Harrison Street, Suite 1300 San Francisco, California 94105
(650) 470-4500 Oakland, California 94612 (415) 947-2000
(510) 273-8750
</TABLE>
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
---------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box. [_]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

---------------

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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<PAGE>

SUBJECT TO COMPLETION, DATED SEPTEMBER 13, 2000

4,000,000 Shares

[LOGO OF VYYO INC.]

Common Stock

------------

We are offering 2,000,000 of the shares to be sold in the offering. The
selling stockholders identified in this prospectus are offering an additional
2,000,000 shares.

------------

Our common stock is quoted on the Nasdaq National Market under the symbol
"VYYO." The last reported sale price of the common stock on September 1, 2000
was $29.00 per share.

------------

Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 5.

------------

<TABLE>
<CAPTION>
Per Share Total
--------- ---------
<S> <C> <C>
Public offering price..................................... $ $
Discounts and commissions to underwriters................. $ $
Proceeds, before expenses, to Vyyo Inc.................... $ $
Proceeds, before expenses, to the selling stockholders.... $ $
</TABLE>

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

We have granted the underwriters the right to purchase up to an additional
300,000 shares, and certain selling stockholders have granted the underwriters
the right to purchase up to an additional 300,000 shares, to cover any over-
allotments. The underwriters can exercise this right at any time within 30 days
after the offering. Banc of America Securities LLC expects to deliver the
shares of common stock to investors on , 2000.

Banc of America Securities LLC

CIBC World Markets

Dain Rauscher Wessels

Needham & Company, Inc.

WR Hambrecht + Co

------------

The date of this prospectus is , 2000

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell securities, and we are not soliciting offers to buy these
securities, in any state where the offer or sale is not permitted.
<PAGE>

You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdiction where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our common stock.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 1
Risk Factors............................................................. 5
Cautionary Note on Forward-Looking Statements............................ 17
Use of Proceeds.......................................................... 18
Dividend Policy.......................................................... 18
Price Range of Common Stock.............................................. 18
Capitalization........................................................... 19
Dilution................................................................. 20
Selected Consolidated Financial Data..................................... 21
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 23
Business................................................................. 30
Management............................................................... 42
Certain Relationships and Related Transactions........................... 54
Principal and Selling Stockholders....................................... 60
Description of Capital Stock............................................. 63
Shares Eligible for Future Sale.......................................... 65
Underwriting............................................................. 66
Legal Matters............................................................ 68
Experts.................................................................. 68
Available Information.................................................... 68
Index to Consolidated Financial Statements............................... F-1
</TABLE>

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Our principal executive offices are located at 20400 Stevens Creek
Boulevard, 8th Floor, Cupertino, California 95014, and our telephone number is
(408) 863-2300. Our World Wide Web site address is www.vyyo.com. The
information on our Web site does not constitute part of this prospectus.

i
<PAGE>

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
You should read the entire prospectus carefully, including the risk factors and
consolidated financial statements and related notes appearing elsewhere in this
prospectus.

Vyyo

We supply broadband wireless access systems used by communications service
providers to deliver wireless, high-speed data connections to business and
residential subscribers. Our systems enable data transmission between a service
provider's central location and multiple subscribers, based on the networking
standard used to deliver voice and data over the Internet. Our systems are
designed to allow service providers to rapidly and cost-effectively bridge the
segment of the network that connects the service providers' systems directly to
subscribers, commonly referred to as the last mile. Our first-generation
broadband wireless access system has been commercially deployed at 19 domestic
and international sites and our second-generation system has been commercially
deployed at three domestic and international sites.

Internet and data network traffic growth has created demand for cost-
effective, high-speed communications, as subscribers increasingly rely on
content-rich applications and remote access to data networks. In the United
States and abroad, the communications industry is in varying stages of
deregulation, which has created the opportunity for new competitors to use
existing and emerging broadband technologies to offer multiple communications
services directly to subscribers. There are a number of broadband wire-based
technologies that do not utilize airwaves for data transport, but instead use
copper wire, fiber optic cable or other physical wires to transport voice and
data to and from points on a network. These wire-based technologies deliver
high-speed connections at transmission rates comparable to or, in the case of
fiber optic cable, faster than those delivered by most broadband wireless
technologies, but performance, cost, time for deployment or service
availability may limit the use of these alternative technologies to satisfy the
needs of service providers and subscribers. Broadband wireless technologies
deliver high-speed connections and offer service providers the ability to
rapidly and cost-effectively expand their current market coverage or to enter
new markets while avoiding the limitations of the existing wire-based
infrastructure.

Our systems are deployed for use at the frequencies licensed for two-way
broadband communication at transmission rates comparable to most wire-based
technologies. Our second-generation system, which is based on the cable
industry's standard set of communications rules, or protocols, that we have
adopted for use in wireless applications, consists of a wireless hub, network
management system software and wireless subscriber modems. Each hub transmits,
receives and manages data traffic to and from our wireless modems, which are
installed at multiple subscriber locations. We sell our systems directly to
service providers and system integrators, who provide network planning and
integration services and integrate our systems with other components to provide
their customers with end-to-end network solutions.

As key elements of our strategy, we intend to:

. use existing commercially deployed systems to demonstrate our
capabilities;

. broaden our product offerings;

. improve cost-effectiveness and performance of our systems;

. leverage key strategic relationships; and

. participate in the development of industry standards.

1
<PAGE>

We began commercial shipments of our first-generation broadband wireless
access systems in the first quarter of 1999. We have a very limited operating
history in the broadband wireless access market upon which to evaluate our
future prospects. We have incurred significant losses since our inception. We
incurred net losses of approximately $43.6 million in 1999 and $19.4 million in
the first six months of 2000. As of June 30, 2000, our accumulated deficit was
approximately $85.5 million. We expect to continue to incur net losses for the
foreseeable future.

In July 2000, Vyyo and five other industry participants--ADC, Conexant,
Gigabit Wireless, Intel and Nortel Networks--announced the formation of a
wireless digital subscriber line consortium to accelerate the deployment of
broadband wireless solutions to the marketplace. The goal of the consortium is
to provide the industry with standardized, timely, multi-vendor solutions for
broadband wireless access. Vyyo's DOCSIS+(TM) air interface was selected as the
initial reference point for the Consortium's definition of an open standard. We
are also active in the various standards bodies, such as the Institute of
Electrical and Electronic Engineers, or IEEE, subcommittee to develop wireless
industry standards.

We were incorporated in 1996 in Delaware under the name PhaseCom, Inc. In
January 2000, we changed our name to Vyyo Inc. Our principal executive offices
are located at 20400 Stevens Creek Boulevard, 8th Floor, Cupertino, California
95014, and our telephone number is (408) 863-2300.

2
<PAGE>

The Offering

Common stock offered by Vyyo......... 2,000,000 shares

Common stock offered by the selling 2,000,000 shares
stockholders........................

Common stock to be outstanding after 37,788,682 shares
this offering.......................

Use of proceeds...................... We expect to use the net proceeds of
the shares offered by Vyyo in this
offering for working capital and other
general corporate purposes, including
research and development activities. We
may use a portion of the net proceeds
to acquire complementary products,
technologies or businesses. We will not
receive any proceeds from the sale of
the shares by the selling stockholders.

Nasdaq National Market symbol........ VYYO

The common stock to be outstanding after this offering is based on shares
outstanding as of June 30, 2000. The common stock outstanding excludes:

. 5,137,265 shares of common stock issuable as of August 31, 2000 upon the
exercise of outstanding stock options issued under our option plans at a
weighted average exercise price of $5.74 per share;

. 2,760,272 additional shares of common stock reserved as of August 31,
2000 for issuance under our stock option plans;

. 750,000 shares of common stock initially reserved for issuance under our
employee stock purchase plan; and

. 147,110 shares of common stock issuable as of August 31, 2000 upon the
exercise of outstanding warrants with a weighted average exercise price
of $1.32 per share.

----------------

Except as otherwise indicated, information in this prospectus assumes no
exercise of the underwriters' over-allotment option.

3
<PAGE>

SUMMARY CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data)

<TABLE>
<CAPTION>
Six Month Ended
Year Ended December 31, June 30,
-------------------------- -----------------
1997 1998 1999 1999 2000
------- ------- -------- ------- --------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net revenues.................... $ 1,537 $ 2,449 $ 4,230 $ 1,966 $ 4,856
Cost of revenues................ 1,556 2,568 4,316 2,011 3,490
------- ------- -------- ------- --------
Gross profit (loss)............. (19) (119) (86) (45) 1,366
Operating expenses:
Research and development...... 2,398 3,252 3,678 1,653 4,632
Sales and marketing........... 1,484 2,413 1,972 754 3,543
General and administrative.... 1,200 1,363 2,148 844 3,819
Amortization of deferred stock
compensation................. -- -- 9,300 400 9,937
------- ------- -------- ------- --------
Total operating expenses........ 5,082 7,028 17,098 3,651 21,931
------- ------- -------- ------- --------
Operating loss.................. (5,101) (7,147) (17,184) (3,696) (20,565)
Charge for amended financing
arrangements................. -- -- (25,700) -- --
Interest and other income
(expense), net............... (244) (524) (717) (393) 1,177
------- ------- -------- ------- --------
Net loss........................ $(5,345) $(7,671) $(43,601) $(4,089) $(19,388)
======= ======= ======== ======= ========
Net loss per share:
Basic and diluted............. $ (5.91) $ (5.43) $ (5.40) $ (0.97) $ (0.68)
======= ======= ======== ======= ========
Pro forma basic and diluted
(unaudited)(1)............... $ (4.30) $ (0.69) $ (0.31)
======== ======= ========
Shares used in per share
computations:
Basic and diluted............. 905 1,412 8,078 4,199 28,570
======= ======= ======== ======= ========
Pro forma basic and diluted
(unaudited).................. 10,137 5,338 30,740
======== ======= ========
</TABLE>

(1) Pro forma net loss per share (A) reflects the conversion of the outstanding
preferred shares into common shares, upon the completion of our initial
public offering in April 2000, and (B) excludes the amortization of
deferred stock compensation and the charge for amended financing
arrangements.

<TABLE>
<CAPTION>
June 30, 2000
-------------------
Actual As Adjusted
------- -----------
<S> <C> <C>
Balance Sheet Data:
Cash, cash equivalents and short term investments........... $91,540 $145,495
Working capital............................................. 87,028 140,983
Total assets................................................ 98,004 151,959
Total stockholders' equity.................................. 88,709 142,664
</TABLE>

This balance sheet data is presented on an as adjusted basis to give effect
to the sale of the shares of common stock by Vyyo in this offering at the
assumed public offering price of $29.00 per share, after deducting estimated
underwriting discounts and commissions and estimated offering expenses.

4
<PAGE>

RISK FACTORS

Any investment in our common stock involves a high degree of risk. You
should carefully consider the following risks before making an investment
decision.

Risks Related to Our Business

We have a limited operating history in the broadband point-to-multipoint
wireless access market, which may limit your ability to evaluate our business
and increase the risk of your investment.

The broadband wireless access market is only beginning to emerge. We began
commercial shipments of our first-generation broadband wireless access system
in the first quarter of 1999, and we began commercial shipments of our second-
generation wireless access system in the fourth quarter of 1999. All of our
product revenues in 1997 and 1998, and a substantial portion of our product
revenues in 1999, relate to sales of cable modem products that we are no longer
developing. Virtually all of the remaining revenues in 1999 relate to sales of
our first-generation wireless modem products, which we phased out with the
launch of our second-generation wireless access system in the fourth quarter of
that year. Our second generation wireless access system is based on the cable
industry's standard set of communications rules, or protocols, that we have
adopted for use in wireless applications. Therefore, the success of our
business will be entirely dependent upon the success of our wireless products
generally, and our new wireless products in particular. We have a very limited
operating history in the broadband wireless access market upon which to
evaluate our future prospects, and the revenue and income potential of our
business and market are unproven. Our limited operating history in this market
may limit your ability to evaluate our prospects due to:

. our limited historical financial data from our wireless products;

. our unproven potential to generate profits; and

. our limited experience in addressing emerging trends that may affect our
business.

As a young company, we face risks and uncertainties relating to our ability
to implement our business plan successfully. You should consider our prospects
in light of the risks, expenses and difficulties we may encounter.

We have a history of losses, expect future losses and may never achieve or
sustain profitability.

We have incurred significant losses since our inception, and we expect to
continue to incur net losses for the foreseeable future. We incurred net losses
of approximately $43.6 million in 1999 and approximately $19.4 million in the
six months ended June 30, 2000. As of June 30, 2000, our accumulated deficit
was approximately $85.5 million. We intend to significantly increase our
operating expenses, especially our marketing and selling expenses, and our
research and development expenses. However, our revenues may not grow or even
continue at their current level. If our revenues do not rapidly increase or if
our expenses increase at a greater pace than our revenues, we will never become
profitable.

Our quarterly operating results fluctuate, which may cause our share price to
decline.

Our quarterly operating results have varied significantly in the past and
are likely to vary significantly in the future. These variations result from a
number of factors, including:

. the uncertain timing and level of market acceptance for our systems;

. the effectiveness of our system integrator customers in marketing and
selling their network systems equipment;

. reductions in pricing by us or our competitors;

5
<PAGE>

. the mix of systems sold by us and the mix of sales channels through which
they are sold; and

. changes in the prices or delays in deliveries of the components we
purchase or license.

A delay in the recognition of revenue, even from one customer, may have a
significant negative impact on our results of operations for a given period. We
have experienced such delays in the past, and our results of operations for
those periods were negatively impacted. Also, because only a small portion of
our expenses vary with our revenues, if revenue levels for a quarter fall below
our expectations, we will not be able to timely adjust expenses accordingly,
which would harm our operating results in that period. We believe that period-
to-period comparisons of our results of operations are not meaningful and
should not be relied upon as indicators of future performance. If our operating
results fall below the expectations of investors in future periods, our share
price will likely decline.

If broadband wireless technology or our implementation of this technology is
not broadly accepted, we will not be able to sustain or expand our business.

Our future success depends on high-speed wireless communications products
gaining market acceptance as a means to provide voice and data communications
services. Because these markets are relatively new, it is difficult to predict
which market segments will develop or expand. We have recently invested and
expect to continue to invest significant time and resources in the development
of new products for this market. In the event that service providers adopt
technologies other than the high-speed access and other wireless technologies
that we offer or delay in their deployment of high speed wireless communication
products, we will not be able to sustain or expand our business.

Service providers continually evaluate alternative technologies, including
digital subscriber line, fiber and cable. The failure of service providers to
accept our products would seriously harm our business.

We depend on one of our system integrators for a significant portion of our
revenues and if this system integrator does not promote or purchase our
products, our business will be seriously harmed.

The loss of ADC Telecommunications as a customer, or the delay of
significant orders from it, even if only temporary, could, among other things:

. reduce or delay our revenues;

. harm our reputation with major service providers, particularly if ADC
Telecommunications were to replace our products with a competitor's
products; or

. reduce our ability to predict our cash flow accurately.

Sales through ADC Telecommunications accounted for approximately 40% of our
net revenues in the six months ended June 30, 2000, 20% of our net revenues for
1999 and approximately 31% of our net revenues for 1998. There are a limited
number of system integrators that have the financial resources or technical
expertise to sell or integrate our systems globally. If ADC Telecommunications
will not sell, service or integrate our products, and we cannot secure other
system integrators as replacements, we would be limited in our ability to sell
our products. We recently amended our August 1999 collaboration agreement with
ADC to, among other things, remove the exclusivity clause. Should ADC
Telecommunications cease to emphasize systems that include our products, choose
to emphasize alternative technologies or promote systems of our competitors,
our business would be seriously harmed.

The loss of one or more of our key customers would result in a loss of a
significant amount of our revenues.

A relatively small number of customers account for a large percentage of our
revenues. In 1999, ADC Telecommunications accounted for approximately 20% of
our revenues, Aster City Cable accounted for approximately 14% of our revenues,
Shanghai Bell accounted for approximately 13% of our revenues and

6
<PAGE>

Philips Semiconductor accounted for approximately 12% of our revenues. Revenues
attributable to Aster City Cable and Shanghai Bell relate to sales of cable
products that we are no longer developing. Accordingly, we do not anticipate
recognizing material amounts of revenue from these products in the future.
Revenues attributable to Philips Semiconductor relate to a joint technology
development arrangement that we expect to complete in the second half of 2000
and no similar arrangements are contemplated.

We expect that we will continue to depend on a relatively limited number of
customers for a substantial portion of our revenues in future periods. The loss
of a major customer or the reduction, delay or cancellation of orders from one
or more of our customers could seriously harm our ability to sustain revenue
levels, which would seriously harm our operating results.

Competition may decrease our market share, net revenues and gross margins,
which may cause our stock price to decline.

The market for broadband access systems is intensely competitive, rapidly
evolving and subject to rapid technological change. Many of our competitors and
potential competitors have substantially greater financial, technical,
distribution, marketing and other resources than we have and, therefore, may be
able to respond more quickly to new or changing opportunities, technologies and
other developments. In addition, many of our competitors have longer operating
histories, greater name recognition and established relationships with system
integrators and service providers. Our primary competitor is Hybrid Networks,
Inc., and other companies, such as Adaptive Broadband Corporation and BreezeCOM
Ltd., have announced plans to enter the MMDS market. In addition, well-
capitalized companies such as Cisco Systems, Lucent Technologies, Alcatel and
other vendors have announced plans to enter, or are potential entrants into,
the broadband wireless market. Most of these competitors have existing
relationships with one or more of our prospective customers. We also face
competition from technologies such as digital subscriber line, fiber and cable.
We may not be able to compete successfully against our current and future
competitors and competitive pressures may seriously harm our business.

If we do not develop new systems and system features in response to customer
requirements or in a timely way, customers may not buy our products, which
would seriously harm our business.

The broadband wireless access industry is rapidly evolving and subject to
technological change and innovation. We may experience design or manufacturing
difficulties that could delay or prevent our development, introduction or
marketing of new systems and enhancements, any of which could cause us to incur
unexpected expenses or lose revenues. If we are unable to comply with diverse,
new or varying governmental regulations or industry standards in each of the
many worldwide markets in which we compete, we may not be able to respond to
customers in a timely manner, which would harm our business.

We depend on contract manufacturers and these manufacturers may be unable to
fill our orders on a timely basis, which would result in delays that could
seriously harm our results of operations.

We currently have relationships with three contract manufacturers for the
manufacturing of our systems, two of which are located in Israel and one of
which is located in Taiwan. These relationships may be terminated by either
party with little or no notice. If our manufacturers are unable or unwilling to
continue manufacturing our systems in required volumes, we would have to
identify qualified alternative manufacturers, which would result in delays that
could cause our results of operations to suffer. Our limited experience with
these manufacturers does not provide us with a reliable basis on which to
project their ability to meet delivery schedules, yield targets or costs. If we
are required to find alternative manufacturing sources, we may not be able to
satisfy our production requirements at acceptable prices and on a timely basis,
if at all. Any significant interruption in supply would affect the allocation
of systems to customers, which in turn could seriously harm our business.

7
<PAGE>

We obtain some of the components included in our systems from a single source
or a limited group of suppliers, and the loss of any of these suppliers could
cause production delays and a substantial loss of revenue.

We currently obtain key components from a limited number of suppliers. Some
of these components, such as semiconductor components for our wireless hubs,
are obtained from a single source supplier. We generally do not have long-term
supply contracts with our suppliers. These factors present us with the
following risks:

. delays in delivery or shortages in components could interrupt and delay
manufacturing and result in cancellation of orders for our systems;

. suppliers could increase component prices significantly and with
immediate effect;

. we may not be able to develop alternative sources for system components,
if or as required in the future;

. suppliers could discontinue the manufacture or supply of components used
in our systems. In such event, we might need to modify our systems, which
may cause delays in shipments, increased manufacturing costs and
increased systems prices; and

. we may hold more inventory than is immediately required to compensate for
potential component shortages or discontinuation.

The occurrence of any of these or similar events would harm our business.

Delays and shortages in the supply of components from our suppliers could
reduce our revenues or increase our cost of revenue.

Delays and shortages in the supply of components are typical in our
industry. We have experienced minor delays and shortages on more than one
occasion in the past. In addition, any failure of necessary worldwide
manufacturing capacity to rise along with a rise in demand could result in our
subcontract manufacturers allocating available capacity to larger customers or
to customers that have long-term supply contracts in place. Our inability to
obtain adequate manufacturing capacity at acceptable prices, or any delay or
interruption in supply, could reduce our revenues or increase our cost of
revenue and could seriously harm our business.

Competition may result in lower average selling prices and we may be unable to
reduce our costs at offsetting rates, which may impair our ability to achieve
or maintain profitability.

We expect that price competition among broadband wireless access systems
suppliers will reduce our gross margins in the future. We anticipate that the
average selling prices of broadband wireless access systems will continue to
decline as product technologies mature. Since we do not manufacture our own
systems, we may be unable to reduce our manufacturing costs in response to
declining average per unit selling prices. Our competitors may be able to
achieve greater economies of scale and may be less vulnerable to the effects of
price competition than we are. These declines in average selling prices will
generally lead to declines in gross margins and total profitability for these
systems. If we are unable to reduce our costs to offset declines in average
selling prices, we may not be able to achieve or maintain profitability.

If we do not effectively manage our expansion, our revenues may not increase,
our costs may increase and our business could be seriously harmed.

We are continuing to actively expand our operations. This growth has placed,
and will continue to place, a significant strain on our managerial, operational
and financial resources. We also need to implement sophisticated inventory and
control systems.

To manage growth effectively, we must, among other things:

. improve and expand our information and financial systems, and managerial
procedures and controls;

8
<PAGE>

. hire, train, manage and retain qualified employees; and

. effectively manage relationships with our customers, suppliers and other
third parties.

We may not have made adequate allowances for the costs and risks associated
with this expansion, our systems, procedures or controls may not be adequate
to support our operations, and our management may be unable to offer and
expand our product categories successfully. Any delay in implementing, or
transitioning to, new or enhanced systems, procedures or controls may
seriously harm our ability to record and report financial and management
information on a timely and accurate basis or otherwise manage our expanding
operations. If we are unable to do so effectively, our business may be
seriously harmed.

Because we operate in international markets, we are exposed to additional
risks which could cause our international sales to decline and our foreign
operations to suffer.

Sales outside of North America accounted for approximately 31% of our
revenues in the six months ended June 30, 2000, 39% of our revenues in 1999
and 55% of our revenues in 1998. We expect that international sales will
continue to account for a significant portion of our revenues. In addition, we
maintain research and development facilities in Israel. Our reliance on
international sales and operations exposes us to foreign political and
economic risks, which may impair our ability to generate revenues. These risks
include:

. economic and political instability;

. changes in regulatory requirements and licensing frequencies to service
providers;

. import or export licensing requirements and tariffs;

. trade restrictions; and

. more limited protection of intellectual property rights.

Any of the foregoing difficulties of conducting business internationally
could seriously harm our business.

Because we do not have long-term contracts with our customers, our customers
can discontinue purchases of our systems at any time.

We sell our systems based on individual purchase orders. Our customers are
generally not obligated by long-term contracts to purchase our systems. Our
customers can generally cancel or reschedule orders on short notice and can
discontinue using our systems at any time. Further, having a successful system
trial does not necessarily mean that the customer will order large volumes of
our systems. The inability to retain our customers and increase their orders
would seriously harm our business.

If our senior management team is unable to work together effectively, our
business may be seriously harmed.

Several of our existing senior management personnel, including Michael
Corwin, our Chief Operating Officer, Eran Pilovsky, our Chief Financial
Officer, and Arnon Kohavi, our Senior Vice President of Strategic Relations,
joined us in the last twelve months. As a result, our senior management team
has had a limited time to work together. If they are unable to work together
effectively to manage our organization as a public company, our business may
be seriously harmed.

If we are unable to attract, train and retain qualified engineers, marketing,
sales and technical support personnel, we may not be able to develop our
business.

We will need to hire additional engineers and highly trained technical
support personnel in Israel and in Northern California in order to succeed. We
will need to increase our technical staff to support new customers and the
expanding needs of existing customers, as well as for our continued research
and development operations.

9
<PAGE>

Hiring engineers, marketing, sales and technical support personnel is very
competitive in our industry due to the limited number of people available with
the necessary skills and understanding of our products. This is particularly
true in Israel and Northern California, where competition for such personnel is
intense.

Our systems require a sophisticated marketing and sales effort targeted at
several levels within a prospective customer's organization. We have recently
expanded our sales force and we plan to hire additional sales personnel,
particularly in the United States. Competition for qualified sales personnel is
intense, and we may not be able to hire sufficient sales personnel to support
our marketing efforts. If we are unable to hire and retain necessary personnel
in each of these rapidly expanding areas, our business will not develop, and
our operating results will be harmed.

We depend on our key personnel, in particular Davidi Gilo, our Chairman and
Chief Executive Officer, and Menashe Shahar, our Vice President, Engineering
and Chief Technical Officer, the loss of any of whom could seriously harm our
business.

Our future success depends in large part on the continued services of our
senior management and key personnel. In particular, we are highly dependent on
the service of Davidi Gilo, our Chairman and Chief Executive Officer, and
Menashe Shahar, our Chief Technical Officer. We do not carry key person life
insurance on our senior management or key personnel. Any loss of the services
of Davidi Gilo, Menashe Shahar, other members of senior management or other key
personnel could seriously harm our business.

Third parties may bring infringement claims against us which could harm our
ability to sell our products and result in substantial liabilities.

We expect that we will increasingly be subject to license offers and
infringement claims as the number of products and competitors in our market
grows and the functionality of products overlaps. In this regard, in early
1999, and again in April 2000, we received written notices from Hybrid Networks
in which Hybrid claimed to have patent rights in certain technology. Hybrid
requested that we review our products in light of 11 of Hybrid's issued
patents.

Third parties, including Hybrid, could assert, and it could be found, that
our technologies infringe their proprietary rights. We could incur substantial
costs to defend any litigation, and intellectual property litigation could
force us to do one or more of the following:

. obtain licenses to the infringing technology;

. pay substantial damages under applicable law;

. cease the manufacture, use and sale of infringing products; or

. expend significant resources to develop non-infringing technology.

Accordingly, any infringement claim or litigation against us could
significantly harm our business, operating results and financial condition.

If we fail to adequately protect our intellectual property, we may not be able
to compete.

Our success depends in part on our ability to protect our proprietary
technologies. We rely on a combination of patent, copyright and trademark laws,
trade secrets and confidentiality and other contractual provisions to establish
and protect our proprietary rights. Our pending or future patent applications
may not be approved and the claims covered by such applications may be reduced.
If allowed, our patents may not be of sufficient scope or strength, others may
independently develop similar technologies or products, duplicate any of our
products or design around our patents, and the patents may not provide us
competitive advantages. Litigation, which could result in substantial costs and
diversion of effort by us, may also be necessary to enforce any patents issued
or licensed to us or to determine the scope and validity of third-party
proprietary rights. Any such litigation, regardless of outcome, could be
expensive and time consuming, and adverse determinations in any such litigation
could seriously harm our business.

10
<PAGE>

Undetected hardware defects or software errors may increase our costs and
impair the market acceptance of our systems.

Our systems may contain undetected defects or errors. This may result either
from defects in components supplied by third parties or from errors in our
software that we have failed to detect. These defects or errors are likely to
be found from time to time in new or enhanced products and systems after
commencement of commercial shipments. Our customers integrate our systems into
their networks with components from other vendors. Accordingly, when problems
occur in a network system it may be difficult to identify the component that
caused the problem. Regardless of the source of these defects or errors, we
will need to divert the attention of our engineering personnel from our product
development efforts to address the defect or error. We may incur significant
warranty and repair costs related to defects or errors, and we may also be
subject to liability claims for damages related to these defects or errors. The
occurrence of defects or errors, whether caused by our systems or the
components of another vendor, may result in significant customer relations
problems and injury to our reputation and may impair the market acceptance of
our systems.

Because of our long product development process and sales cycle, we may incur
substantial expenses without anticipated revenues which could cause our
operating results to fluctuate.

A customer's decision to purchase many of our systems typically involves a
significant technical evaluation, formal internal procedures associated with
capital expenditure approvals and testing and acceptance of new systems that
affect key operations. For these and other reasons, the sales cycle associated
with our systems can be lengthy and subject to a number of significant risks
over which we have little or no control. Our next-generation systems may have
even longer sales cycles and involve demonstrations, field trials and other
evaluation periods, which will further lengthen the sales cycle. Because of the
growing sales cycle and the possibility that we may rely on a concentrated
number of customers for our revenues, our operating results could be seriously
harmed if such revenues do not materialize when anticipated, or at all.

If we choose to acquire new and complementary businesses, products or
technologies, we may not be able to successfully integrate an acquired business
in a cost-effective and non-disruptive manner and realize anticipated benefits.

We may make investments in complementary companies, products or
technologies. If we acquire a company, we may have difficulty integrating that
company's personnel, operations, products and technologies. These difficulties
may disrupt our ongoing business, distract our management and employees and
increase our expenses. Moreover, the anticipated benefits of any acquisition
may not be realized. Future acquisitions could result in dilutive issuances of
equity securities, the incurrence of debt, contingent liabilities or
amortization expenses related to goodwill and other intangible assets and the
incurrence of large and immediate write-offs, any of which could seriously harm
our business.

If the communications and Internet industries do not continue to grow and
evolve in a manner favorable to us or our business strategy, our business may
be seriously harmed.

Our future success is dependent upon the continued growth of the
communications industry and, in particular, the Internet. The global
communications and Internet industries are evolving rapidly, and it is
difficult to predict growth rates or future trends in technology development.
In addition, the deregulation, privatization and economic globalization of the
worldwide communications market, that have resulted in increased competition
and escalating demand for new technologies and services, may not continue in a
manner favorable to us or our business strategies. In addition, the growth in
demand for Internet services and the resulting need for high-speed or enhanced
communications products may not continue at its current rate or at all.

11
<PAGE>

We may need to raise additional capital in the future, and if we are unable to
secure adequate funds on terms acceptable to us, we may not be able to execute
our business plan.

We expect that the net proceeds from this offering and cash from operations
will be sufficient to meet our working capital and capital expenditure needs
for at least the next 12 months. After that, we may need to raise additional
funds for a number of uses, including:

. expanding research and development programs;

. hiring additional qualified personnel;

. implementing further marketing and sales activities; and

. acquiring complementary technologies or businesses.

We may have to raise funds even sooner in order to fund more rapid
expansion, to respond to competitive pressures or to otherwise respond to
unanticipated requirements. If we raise additional funds through the issuance
of equity or convertible debt securities, the percentage ownership of our
existing stockholders will be reduced. We may not be able to obtain additional
funds on acceptable terms, or at all. If we cannot raise needed funds on
acceptable terms, we may not be able to increase our ongoing operations and
complete our planned expansion, take advantage of acquisition opportunities,
develop or enhance systems or respond to competitive pressures. This potential
inability to raise funds on acceptable terms could seriously harm our business.

Government regulation and industry standards may increase our costs of doing
business, limit our potential markets or require changes to our business model.

The emergence or evolution of regulations and industry standards for
broadband wireless products, through official standards committees or
widespread use by operators, could require us to modify our systems, which may
be expensive and time-consuming, and to incur substantial compliance costs.
Radio frequencies are subject to extensive regulation under the laws of the
United States, foreign laws and international treaties. Each country has
different regulations and regulatory processes for wireless communications
equipment and uses of radio frequencies. Failure by the regulatory authorities
to allocate suitable, sufficient radio frequencies to potential customers in a
timely manner could result in the delay or loss of potential orders for our
systems and seriously harm our business.

If the Wireless Digital Subscriber Line Consortium is not successful in its
efforts or we are not able to otherwise influence industry standards, we will
not benefit from our contributions to the Consortium and our products may not
be accepted in the marketplace.

In July 2000, we and five other industry participants announced the
formation of a Wireless Digital Subscriber Line Consortium to accelerate the
deployment of broadband wireless solutions to the marketplace. The goal of the
Consortium is to provide the industry with standardized, timely, multi-vendor
solutions for broadband wireless access. If the Wireless Digital Subscriber
Line Consortium is not successful or we are not able to otherwise influence
industry standards,we will not benefit from our contributions to the Consortium
and our products may not be accepted in the marketplace.

12
<PAGE>

Risks Relating to this Offering

Because our principal stockholders and management have the ability to control
stockholder votes, the premium over market price that an acquirer might
otherwise pay may be reduced and any merger or takeover may be delayed.

Upon completion of this offering, our management and ADC Telecommunications
will collectively own approximately 54% of our outstanding common stock. As a
result, these stockholders, acting together, will be able to control the
outcome of all matters submitted for stockholder action, including:

. electing members to our board of directors;

. approving significant change-in-control transactions;

. determining the amount and timing of dividends paid to themselves and to
our public stockholders; and

. controlling our management and operations.

This concentration of ownership may have the effect of impeding a merger,
consolidation, takeover or other business consolidation involving us, or
discouraging a potential acquirer from making a tender offer for our shares.
This concentration of ownership could also negatively affect our stock's market
price or decrease any premium over market price that an acquirer might
otherwise pay.

Because the Nasdaq National Market is likely to continue to experience extreme
price and volume fluctuations, the price of our stock may decline.

The market price of our shares has been and will likely continue to be
highly volatile and could be subject to wide fluctuations in response to
numerous factors, including the following:

. actual or anticipated variations in our quarterly operating results or
those of our competitors;

. announcements by us or our competitors of new products or technological
innovations;

. introduction and adoption of new industry standards;

. changes in financial estimates or recommendations by securities analysts;

. changes in the market valuations of our competitors;

. announcements by us or our competitors of significant acquisitions or
partnerships; and

. sales of our common stock.

Many of these factors are beyond our control and may negatively impact the
market price of our common stock, regardless of our performance. In addition,
the stock market in general, and the market for technology companies in
particular, has been highly volatile. Our common stock may not trade at the
same levels of shares as that of other technology companies and shares of
technology companies, in general, may not sustain their current market prices.
In the past, securities class action litigation has often been brought against
a company following periods of volatility in the market price of its
securities. We may be the target of similar litigation in the future.
Securities litigation could result in substantial costs and divert management's
attention and resources, which could seriously harm our business and operating
results.

Our management has broad discretion in using the proceeds from this offering,
which might not be used in ways that improve our operating results or increase
our market value.

Our management will have broad discretion as to how the net proceeds of this
offering will be used, including uses which may not improve our operating
results or increase our market value. Investors will be relying on the judgment
of management regarding the application of the proceeds of this offering. The
results and the effectiveness of the application of the proceeds are uncertain
and you will not have the opportunity, as part of your investment decision, to
assess whether the proceeds are being used appropriately.

13
<PAGE>

Provisions of our governing documents and Delaware law could discourage
acquisition proposals or delay a change in control.

Our amended and restated certificate of incorporation and bylaws contain
anti-takeover provisions that could make it more difficult for a third party to
acquire control of us, even if that change in control would be beneficial to
stockholders. Specifically:

. our board of directors has the authority to issue common stock and
preferred stock and to determine the price, rights and preferences of any
new series of preferred stock without stockholder approval;

. our board of directors is divided into three classes, each serving three-
year terms;

. super-majority voting is required to amend key provisions of our
certificate of incorporation and by-laws;

. there are limitations on who can call special meetings of stockholders;

. stockholders are not able to take action by written consent; and

. advance notice is required for nominations of directors and for
stockholder proposals.

In addition, provisions of Delaware law and our stock option plans may also
discourage, delay or prevent a change of control or unsolicited acquisition
proposals.

Future sales of our common stock could depress our stock price.

We cannot predict if future sales of our common stock, or the availability
of our common stock for sale, will depress the market price for our common
stock or our ability to raise capital by offering equity securities. Sales of
substantial amounts of common stock, or the perception that these sales could
occur, may depress prevailing market prices for the common stock.

After this offering, 37,788,682 shares of common stock will be outstanding,
based on shares outstanding as of June 30, 2000. All of the shares sold in this
offering as well as the 7,762,500 shares sold in our initial public offering
will be freely tradeable except for any shares purchased by affiliates of Vyyo.
The remaining shares of common stock outstanding after this offering will be
restricted as a result of securities laws or lock-up agreements. These
remaining shares will be available for sale in the public market as follows:

<TABLE>
<CAPTION>
Number of
Date of Availability for Sale Shares
----------------------------- ----------
<S> <C>
Presently available............................................. 37,760
October 2, 2000................................................. 2,649,171
December 15, 2000............................................... 21,665,913
At various times thereafter upon expiration of applicable
holding periods................................................ 1,673,338
</TABLE>

The shares available for sale on October 2 and December 15, 2000 are
currently subject to lock-up agreements with Banc of America Securities LLC.
Banc of America Securities LLC may release all or a portion of the shares
subject to these lock-up agreements at any time without notice. See
"Underwriting" and "Shares Eligible for Future Sale."

14
<PAGE>

Risks Relating to our Location in Israel

Conditions in Israel affect our operations and may limit our ability to produce
and sell our systems.

Our final testing and assembly and research and development facilities are
located in Israel. Political, economic and military conditions in Israel
directly affect our operations. Since the establishment of the State of Israel
in 1948, a number of armed conflicts have taken place between Israel and its
Arab neighbors and a state of hostility, varying in degree and intensity, has
led to security and economic problems for Israel. We could be adversely
affected by any major hostilities involving Israel, the interruption or
curtailment of trade between Israel and its trading partners, a significant
increase in inflation, or a significant downturn in the economic or financial
condition of Israel. Despite the progress towards peace between Israel and its
Arab neighbors, the future of these peace efforts is uncertain. Moreover,
several countries still restrict business with Israel and with Israeli
companies. We could be adversely affected by restrictive laws or policies
directed towards Israel or Israeli businesses.

Some of our directors, officers and employees are currently obligated to
perform annual reserve duty and are subject to being called to active duty at
any time under emergency circumstances. Our business cannot assess the full
impact of these requirements on our workforce or business if conditions should
change and we cannot predict the effect on us of any expansion or reduction of
these obligations.

Because substantially all of our revenues are generated in U.S. dollars while a
portion of our expenses are incurred in New Israeli shekels, our results of
operations may be seriously harmed if the rate of inflation in Israel exceeds
the rate of devaluation of the New Israeli shekel against the U.S. dollar.

We generate substantially all of our revenues in U.S. dollars, but we incur
a substantial portion of our expenses, principally salaries and related
personnel expenses related to research and development, in New Israeli shekels,
or NIS. As a result, we are exposed to the risk that the rate of inflation in
Israel will exceed the rate of devaluation of the NIS in relation to the dollar
or that the timing of this devaluation lags behind inflation in Israel. If the
dollar costs of our operations in Israel increase, our dollar-measured results
of operations will be seriously harmed.

The government programs and benefits we receive require us to satisfy
prescribed conditions. These programs and benefits may be terminated or reduced
in the future, which would increase our costs and taxes and could seriously
harm our business.

Several of our capital investments have been granted "approved enterprise"
status under Israeli law providing us with tax benefits. The benefits available
to an approved enterprise are conditioned upon the fulfillment of conditions
stipulated in applicable law and in the specific certificate of approval. If we
fail to comply with these conditions, in whole or in part, we may be required
to pay additional taxes for the period in which we benefitted from the tax
benefits and would likely be denied these benefits in the future. From time to
time, the Government of Israel has discussed reducing or eliminating the
benefits available under the approved enterprise program. These tax benefits
may not be continued in the future at their current levels or at all. This
termination or reduction of these benefits would increase our taxes and could
seriously harm our business.

On May 4, 2000,a committee chaired by the Director General of the Israeli
Ministry of Finance issued its report recommending a major reform in the
Israeli tax system. The proposed tax reform, which could become effective as of
January 1, 2001, provides for material changes in the current Israeli tax
structure. Some of the committee's proposals may have adverse tax consequences
for us and for certain of our shareholders. For example, the committee proposes
to eliminate the existing initial tax exemption granted with respect to income
generated from any future Approved Enterprise facilities that we have. Because
we cannot predict whether, and to what extent, this committee's proposals, or
any of them, will eventually be adopted and enacted into law, we and our
shareholders face uncertainties as to the potential consequences of these tax
reform proposals.

15
<PAGE>

In the past, we received grants from the government of Israel for the
financing of a portion of our research and development expenditures in Israel.
The regulations under which we received these grants restrict our ability to
manufacture products or transfer technology outside of Israel for products
developed with this technology. We believe that most of our current products
are not based on Chief Scientist funded technology and therefore are not
subject to this restriction.

It may be difficult to enforce a U.S. judgment against us and our nonresident
officers, directors and experts.

Our Chief Technology Officer, one of our directors and some of the experts
named in this prospectus are nonresidents of the United States, and a
substantial portion of our assets and the assets of these persons are located
outside the United States. Therefore, it may be difficult to enforce a judgment
obtained in the United States based upon the civil liabilities provisions of
the United States federal securities laws against us or any of those persons or
to effect service of process upon these persons in the United States.

16
<PAGE>

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

Some of the matters discussed under the captions "Prospectus Summary," "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations," "Business" and elsewhere in this prospectus include
forward-looking statements. We have based these forward-looking statements on
our current expectations and projections about future events, including, among
other things:

. implementing our business strategy;

. attracting and retaining customers and employees;

. obtaining and expanding market acceptance of the products we offer and
developing new products;

. forecasts of Internet usage and the size and growth of relevant markets;

. rapid technological changes in our industry and relevant markets; and

. competition in our market.

In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "could," "predicts," "potential," "continue,"
"expects," "anticipates," "future," "intends," "plans," "believes," "estimates"
and similar expressions. These statements are based on our current beliefs,
expectations and assumptions and are subject to a number of risks and
uncertainties. Actual results, levels of activity, performance, achievements
and events may vary significantly from those implied by the forward-looking
statements. A description of risks that could cause our results to vary appears
under the caption "Risk Factors" and elsewhere in this prospectus.

17
<PAGE>

USE OF PROCEEDS

We estimate that we will receive net proceeds from the sale of the 2,000,000
shares of our common stock offered by us in this offering of approximately
$54.0 million, or $62.2 million if the underwriters exercise their over-
allotment option in full, based upon the assumed public offering price of
$29.00 per share, after deducting underwriting discounts and commissions and
estimated offering expenses. We will not receive any portion of the proceeds
from the sale of shares by the selling stockholders.

We expect to use the net proceeds from this offering for working capital and
other general corporate purposes, including research and development. We may
also use a portion of the net proceeds to invest in or acquire complementary
products, technologies, or businesses; however, we currently have no
commitments or agreements relating to any such transactions.

We will have significant discretion in the use of the net proceeds of this
offering. Investors will be relying on the judgment of our management regarding
the application of the proceeds of this offering. Pending use of the net
proceeds as discussed above, we intend to invest these funds in short-term,
interest-bearing, investment-grade obligations.

DIVIDEND POLICY

We have never declared or paid any dividends on our capital stock. We intend
to retain any future earnings to fund the development and expansion of our
business. Therefore, we do not anticipate paying cash dividends on our common
stock in the foreseeable future. Through our subsidiary, Vyyo Ltd., we
participate in the "alternative benefits program" under the Israeli law for the
Encouragement of Capital Investments, 1959, under which we realize certain tax
exemptions. If Vyyo Ltd. distributes a cash dividend to Vyyo Inc. from income
which is tax exempt, it would have to pay corporate tax at the rate of up to
25% on an amount equal to the amount distributed and the corporate tax which
would have been due in the absence of the tax exemption.

PRICE RANGE OF COMMON STOCK

Our common stock has been quoted on the Nasdaq National Market under the
symbol "VYYO" since our initial public offering on April 5, 2000. The following
table shows the high and low sales prices of our common stock as reported by
the Nasdaq National Market for periods indicated:

<TABLE>
<CAPTION>
Year Ending December 31, 2000 High Low
----------------------------- ------- ------
<S> <C> <C>
Second Quarter (beginning April 5, 2000)......................... $35.375 13.250
Third Quarter (through August 31, 2000).......................... $44.625 20.875
</TABLE>

On September 1, 2000, the last reported sale price for our common stock was
$29.00 per share. As of August 31, 2000, we estimate that there were
approximately 135 stockholders of record of our common stock. This does not
include the number of persons whose stock is in nominee or "street name"
accounts through brokers.

18
<PAGE>

CAPITALIZATION

The following table sets forth as of June 30, 2000:

. our actual capitalization; and

. our capitalization, as adjusted to give effect to the sale of the shares
of common stock in this offering at the assumed public offering price of
$29.00 per share, after deducting the underwriting discounts and
commissions and estimated offering expenses.

This information should be read in conjunction with our consolidated
financial statements and the related notes and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
in this prospectus.

<TABLE>
<CAPTION>
As of June 30,
2000
------------------
As
Actual Adjusted
-------- --------
(in thousands,
except share
data)
<S> <C> <C>
Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000 shares
authorized; no shares issued and outstanding, actual and
as adjusted............................................. $ -- $ --
Common stock, $0.0001 par value at amounts paid in;
200,000,000 shares authorized, 35,788,682 shares issued
and outstanding, actual; 37,788,682 shares issued and
outstanding as adjusted................................. 187,011 240,966
Note receivable from stockholder......................... (75) (75)
Deferred stock compensation.............................. (12,700) (12,700)
Other comprehensive loss................................. 17 17
Accumulated deficit...................................... (85,544) (85,544)
-------- --------
Total stockholders' equity................................. 88,709 142,664
-------- --------
Total capitalization....................................... $ 88,709 $142,664
======== ========
</TABLE>

The shares of common stock outstanding in the actual and as adjusted columns
exclude:

. 5,137,265 shares of common stock issuable as of August 31, 2000 upon the
exercise of outstanding stock options issued under our option plans at a
weighted average exercise price of $5.74 per share;

. 2,760,272 additional shares of common stock reserved as of August 31,
2000 for issuance under our stock option plans;

. 750,000 shares of common stock initially reserved for issuance under our
employee stock purchase plan; and

. 147,110 shares of common stock issuable as of August 31, 2000 upon the
exercise of outstanding warrants with a weighted average exercise price
of $1.32 per share.

19
<PAGE>

DILUTION

Our net tangible book value as of June 30, 2000 was approximately $88.7
million, or $2.48 per share of common stock. Net tangible book value per share
represents the amount of total tangible assets less total liabilities, divided
by 35,788,682, the number of shares of common stock treated as outstanding.
After giving effect to the sale of the shares of common stock offered by Vyyo
in this offering at the assumed public offering price of $29.00 per share,
after deducting the underwriting discounts and commissions and estimated
offering expenses, our net tangible book value at June 30, 2000 would have been
$142.7 million, or $3.78 per share. This represents an immediate increase in
net tangible book value to existing stockholders of $1.30 per share and an
immediate dilution of $25.22 per share to new investors. The following table
illustrates the per share dilution:

<TABLE>
<S> <C> <C>
Assumed offering price per share:............................. $29.00
------
Pro forma net tangible book value per share before this
offering as of June 30, 2000................................. $2.48
Increase per share attributable to new investors.............. 1.30
-----
Pro forma net tangible book value per share after this
offering..................................................... 3.78
------
Dilution per share to new investors........................... $25.22
======
</TABLE>

The foregoing discussions and table assume no exercise of any stock options
or warrants outstanding. There were options outstanding to purchase 5,137,265
shares of common stock as of August 31, 2000 at a weighted average exercise
price of $5.74 per share, 2,760,272 shares of common stock reserved for
issuance under our stock option and purchase plans, and warrants outstanding to
purchase 147,110 shares of common stock at a weighted average exercise price of
$1.32 per share. To the extent that any of these options or warrants are
exercised, there will be further dilution to the new investors.

20
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The statements of operations data for each of the years in the three-year
period ended December 31, 1999 and the balance sheet data at December 31, 1998
and 1999 are derived from our audited financial statements included elsewhere
in this prospectus. The statements of operations data for the year ended
December 31, 1996 and the balance sheet data at December 31, 1996 and 1997, are
derived from our audited financial statements that are not included in this
prospectus. The statements of operations data for the year ended December 31,
1995 and the balance sheet data at December 31, 1995 are derived from our
unaudited financial statements that are not included in this prospectus. The
statements of operations data for the six months ended June 30, 1999 and 2000
and the balance sheet at June 30, 2000 are derived from our unaudited financial
statements included elsewhere in this prospectus. The following selected
consolidated financial data should be read in conjunction with our consolidated
financial statements and related notes and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this prospectus.

<TABLE>
<CAPTION>
Six Months Ended
Year Ended December 31, June 30,
-------------------------------------------- -----------------
1995 1996 1997 1998 1999 1999 2000
------- ------- ------- ------- -------- ------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Net revenues............ $ 759 $ 478 $ 1,537 $ 2,449 $ 4,230 $ 1,966 $ 4,856
Cost of revenues........ 658 896 1,556 2,568 4,316 2,011 3,490
------- ------- ------- ------- -------- ------- --------
Gross profit (loss)..... 101 (418) (19) (119) (86) (45) 1,366
Operating expenses:
Research and
development.......... 649 1,444 2,398 3,252 3,678 1,653 4,632
Sales and marketing... 527 929 1,484 2,413 1,972 754 3,543
General and
administrative....... 854 1,180 1,200 1,363 2,148 844 3,819
Amortization of
deferred stock
compensation......... -- -- -- -- 9,300 400 9,937
------- ------- ------- ------- -------- ------- --------
Total operating
expenses........... 2,030 3,553 5,082 7,028 17,098 3,651 21,931
------- ------- ------- ------- -------- ------- --------
Operating loss.......... (1,929) (3,971) (5,101) (7,147) (17,184) (3,696) (20,565)
Charge for amended
financing
arrangements......... -- -- -- -- (25,700) -- --
Interest and other
income (expense),
net.................. (750) (131) (244) (524) (717) (393) 1,177
------- ------- ------- ------- -------- ------- --------
Net loss................ $(2,679) $(4,102) $(5,345) $(7,671) $(43,601) $(4,089) $(19,388)
======= ======= ======= ======= ======== ======= ========
Net loss per share:
Basic and diluted..... $ (5.91) $ (5.43) $ (5.40) $ (0.97) $ (0.68)
======= ======= ======== ======= ========
Pro forma basic and
diluted
(unaudited)(1)....... $ (4.30) $ 0.69 $ (0.31)
======== ======= ========
Shares used in per share
computations:
Basic and diluted..... 905 1,412 8,078 4,199 28,570
======= ======= ======== ======= ========
Pro forma basic and
diluted (unaudited).... 10,137 5,338 30,740
======== ======= ========
</TABLE>

(1) Pro forma net loss per share (A) reflects the conversion of the outstanding
preferred shares into common shares upon the completion of our initial
public offering in April 2000 and (B) excludes the amortization of deferred
stock compensation and the charge for amended financing arrangements.

21
<PAGE>

<TABLE>
<CAPTION>
December 31, June 30,
----------------------------------------- --------
1995 1996 1997 1998 1999 2000
------ ------ ------- -------- ------ --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash, cash equivalents and
short term investments.... $ 695 $1,459 $ 510 $ 131 $5,036 $91,540
Working capital
(deficiency).............. (658) 785 (4,497) (10,581) 210 87,028
Total assets............... 2,309 3,074 2,976 3,380 8,363 98,004
Long-term obligations, net
of current portion........ 71 2,328 394 -- -- --
Total shareholders' equity
(net capital deficiency).. (470) (560) (3,811) (9,571) 1,305 88,709
</TABLE>

22
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We supply broadband wireless access systems used by telecommunications
service providers to deliver wireless, high-speed data connections to business
and residential subscribers. We sell our systems directly to service providers,
as well as to system integrators that deploy our systems as part of their end-
to-end network solutions for service providers. We have incurred significant
losses since our inception, and we expect to continue to incur net losses for
the foreseeable future. We incurred net losses of approximately $43.6 million
for the year ended December 31, 1999 and $19.4 million for the six months ended
June 30, 2000. As of June 30, 2000, our accumulated deficit was approximately
$85.5 million.

We were incorporated in 1996 in Delaware and succeeded to the business of
Vyyo Ltd., formerly PhaseCom Ltd., an Israeli company, under a reorganization.
As a result, Vyyo Ltd. became our wholly-owned subsidiary. Prior to our
introduction of broadband wireless access systems, we developed and marketed
cable broadband communication systems. Our first-generation broadband wireless
system was commercially deployed during the first quarter of 1999 for the local
multipoint distribution system, or LMDS, and the multichannel multipoint
distribution system, or MMDS, frequency bands. Our second-generation, DOCSIS-
based, broadband wireless access system was commercially deployed during the
first half of 2000 for the LMDS and MMDS frequency bands. Our first-generation
broadband wireless access system has been commercially deployed at 19 domestic
and international sites and our second-generation system has been commercially
deployed at three domestic and international sites.

Net revenues include product revenues and technology development revenues.
Product revenues are derived primarily from sales of hubs and modems to
telecommunications service providers and to system integrators. Product
revenues are generally recorded when products are shipped, provided there are
no customer acceptance requirements and we have no additional performance
obligations. We accrue for estimated sales returns or exchanges and product
warranty and liability costs upon recognition of product revenues. Technology
development revenues consist of license fees paid by Philips Semiconductor
under a license and development agreement, and are recognized when the
applicable customer milestones are met, including deliverables, but not in
excess of the estimated amount that would be recognized using the percentage-
of-completion method. We expect to complete this arrangement in the second half
of 2000. Deferred revenues represent the gross profit on product revenues
subject to return or exchange and total payments on technology development not
yet recognized.

Results of Operations

Six months ended June 30, 1999 and 2000

Net Revenues. Net revenues increased by 147% from $2.0 million in the six
months ended June 30, 1999 to $4.9 million in the six months ended June 30,
2000. This increase primarily reflects the increase in unit sales of our
systems, recognition of $724,000 revenues previously deferred and the
technology development activities in the six months ended June 30, 2000.
Technology development revenues were $480,000 in the six months ended June 30,
2000. There were no technology development revenues in the comparable period of
1999.

Cost of Revenues. Cost of revenues increased by 74% from $2.0 million in the
six months ended June 30, 1999 to $3.5 million in the six months ended June 30,
2000. These increases were attributable primarily to increased shipments of our
products and by a write down of excess and obsolete inventory of approximately
$300,000. Gross margins increased from negative margins in the six months ended
June 30, 1999 to 28% in the six months ended June 30, 2000. The increase in
gross margin reflects the cost effectiveness of the second-generation DOCSIS-
based wireless broadband systems, recognition of revenue previously deferred
without related costs, offset by inventory write down, and to a lesser extent
the impact of technology development revenues. Gross margins in the first half
of 1999 were negatively affected by the high fixed costs

23
<PAGE>

associated with the first generation wireless modem products. We expect that
our gross margins will continue to fluctuate.

Prior to 1997, we participated in several Israeli government research and
development incentive programs under which we received research and development
participation of approximately $3.7 million. We are obligated to pay royalties
at rates that generally range from 2.5% to 5% of revenues resulting from the
funded projects up to maximum amounts of 100% or 150% of the funded amount. As
of June 30, 2000, we had repaid or provided for the repayment of grants
amounting to $783,000. As we currently intend to gradually decrease the
manufacture and sale of products developed within any of the projects funded by
the Office of the Chief Scientist in the Israeli Ministry of Industry and Trade
or by the Israel-United States Binational Industrial Research and Development
Foundation, we believe that the remaining contingent royalty liability is
approximately $700,000.

Research and Development Expenses. Research and development expenses consist
primarily of personnel, facilities, equipment and supplies for our research and
development activities. Substantially all of our research and development
activities are carried out in our facility in Israel. These expenses are
charged to operations as incurred. Our research and development expenses
increased from $1.7 million in the six months ended June 30, 1999 to $4.6
million in the six months ended June 30, 2000. This increase was due to an
increase in the number of research and development personnel and related
activities and related costs of facilities. We believe continued significant
investment in research and development is essential to our future success and
plan to continue increasing our research and development activities including
recruiting and hiring additional personnel and expanding our research and
development facility to accommodate the additional personnel, which will result
in increased expenses in absolute dollars. Accordingly, we expect that research
and development expenses will continue to increase in future periods.

Sales and Marketing Expenses. Sales and marketing expenses consist of
salaries and related costs of sales and marketing employees, consulting fees
and expenses for travel, trade shows and promotional activities. Selling and
marketing expenses increased from $754,000 in the six months ended June 30,
1999 to $3.5 million in the six months ended June 30, 2000. The increase in
sales and marketing expenses was primarily due to increases in the number of
sales and marketing personnel and related activities. In the second quarter of
2000 we began to expand our sales and marketing activities in worldwide
locations such as South East Asia. We plan to continue to increase our sales
and marketing activities, including recruiting and hiring additional sales
personnel inside and outside of the US, which will result in increased expenses
in absolute dollars. Accordingly, we expect that sales and marketing expenses
will increase in future periods.

General and Administrative Expenses. General and administrative expenses
consist primarily of personnel and related costs for general corporate
functions, including finance, accounting, strategic and business development,
human resources and legal. General and administrative expenses increased from
$844,000 in the six months ended June 30, 1999 to $3.8 million in the six
months ended June 30, 2000. We hired additional senior management personnel in
the first six months of 2000 and are planning to expand operational and
corporate activities, including support of our operations as a public company.
We expect that general and administrative expenses will continue to increase in
future periods.

Amortization of Deferred Stock Compensation. Deferred stock compensation
represents the aggregate differences between the respective exercise price of
stock options or purchase price of stock at their dates of grant or sale and
the deemed fair market value of our common stock for accounting purposes.
Deferred stock compensation is presented as a reduction of stockholders' equity
and is amortized over the vesting period of the underlying options.
Amortization expense was $9.9 million in the six months ended June 30, 2000. We
currently expect to record amortization of deferred stock compensation expense
of approximately $4.6 million in the remainder of 2000, $5.1 million in 2001
and $2.4 million in 2002 and $600,000 in 2003 for options issued through the
completion of the initial public offering on May 2, 2000.

24
<PAGE>

Interest and Other Income (Expense), Net. Interest income and other
(expense) includes interest and investment income, foreign currency
remeasurement gains and losses offset by interest expense related to bank loans
and convertible notes. In the second quarter of 2000, we repaid all of our
outstanding loans. Net interest income for the six months ended June 30, 2000
was $1.2 million compared to expenses of $393,000 income in the six months
ended June 30, 2000. Substantially all of the interest and other income in 2000
is represented by interest income on our cash and short-term investment
balances. Interest and other income increased in the six months ended June 30,
2000, as compared with the corresponding period in 1999, because of the
increase in the average balance of invested cash equivalents and short term
investments relating to the proceeds from completion of our initial public
offering in April of 2000.

Years Ended December 31, 1997, 1998 and 1999

Net Revenues. Net revenues increased 59% from $1.5 million in 1997 to $2.4
million in 1998 and 73% to $4.2 million in 1999. This increase primarily
reflects the increase in unit sales of our systems in 1998 and 1999 and the
technology development activities in 1999. We began commercial shipments of our
first-generation broadband wireless access system in the first quarter of 1999,
and we began commercial shipments of our second-generation DOCSIS-based
wireless access system in the fourth quarter of 1999. All of our product
revenues in 1997 and 1998, and a substantial portion of our product revenues in
1999, relate to sales of cable modem products that we are no longer developing.
Virtually all of the remaining revenues in 1999 relate to sales of our first-
generation wireless modem products, which we phased out with the launch of our
second-generation, DOCSIS-based, wireless access systems in the fourth quarter
of that year. Therefore, the success of our business will be entirely dependent
upon the success of our wireless products generally, and our new DOCSIS-based
wireless products in particular. We do not anticipate recognizing material
amounts of revenue from cable modem or first-generation wireless products in
subsequent periods. Technology development revenues were $480,000 in 1999.
There were no technology development revenues in either 1997 or 1998.

We began commercial shipments of our first-generation broadband wireless
access system in the first quarter of 1999, and we began commercial shipments
of our second-generation DOCSIS-based wireless access system in the fourth
quarter of 1999. All of our product revenues in 1999 relate to sales of cable
modem products that we are no longer developing and to sales of our first-
generation wireless modem products, which we phased out with the launch of our
second-generation, DOCSIS-based, wireless access systems in the fourth quarter
of 1999.

In 1999, approximately 61% of our revenues were derived from customers in
North America, 22% from customers in Europe, 13% from customers in Asia and 4%
from other regions.

Our revenue is concentrated among relatively few customers. In 1999, four
customers collectively represented approximately 59% of our net revenues. In
1999, revenues from each of four customers represented approximately 20%, 14%,
13% and 12% of net revenues. In 1998, revenues from each of three customers
represented approximately 31%, 23% and 15% of net revenues. In 1997, revenue
from each of three customers represented approximately 27%, 12% and 11% of
total revenues. Though our principal revenue-generating customers are likely to
vary on a quarterly basis, we anticipate that our revenues will remain
concentrated among a few customers for the foreseeable future. In August 1999,
ADC Telecommunications, Inc., one of our major customers, made an approximately
10% equity investment in Vyyo.

Cost of Revenues. Cost of revenues in 1999 included $313,000 of costs of
technology development revenues. There were no costs of technology development
revenues in either 1997 or 1998. Cost of technology development revenues
consist of component and material costs, direct labor costs, warranty costs,
royalties in connection with Israeli government incentive programs and overhead
related to manufacturing our products. Cost of technology development consist
of direct labor costs and materials for the engineering efforts related to the
technology development arrangement.

Cost of revenues increased from $1.6 million in 1997 to $2.6 million in 1998
and to $4.3 million in 1999. These increases were attributable primarily to
increased shipments of our products in each of the three years

25
<PAGE>

and in 1999 included the technology development activities. Gross margins were
negative in each year. Gross margins in 1997 and 1998 were negatively affected
by the high initial fixed costs and low volumes associated with our proprietary
cable modem products. In addition, gross margins in 1999 were negatively
affected by the high fixed costs associated with the first generation wireless
modem products and inventory write-offs associated with the discontinuation of
in-house cable modem assembly, as well as the replacement of a modem system for
a key customer with next-generation technology.

Research and Development Expenses. Our research and development expenses
increased from $2.4 million in 1997 to $3.3 million in 1998 and to $3.7 million
in 1999. These increases were due to increased levels of activities and related
costs of personnel and facilities. We believe significant investment in
research and development is essential to our future success and plan on
increasing our research and development activities. We expect to spend between
$9 million and $12 million on research and development activities in 2000. This
includes recruiting and hiring additional personnel and expanding our research
and development facility to accommodate the additional personnel, which will
result in increased expenses in absolute dollars.

Sales and Marketing Expenses. Selling and marketing expenses increased from
$1.5 million in 1997 to $2.4 million in 1998 and decreased to $2.0 million in
1999. The fluctuation in sales and marketing expenses in each of the years was
primarily due to changes in the number of sales and marketing personnel. We
plan to increase our sales and marketing activities, including recruiting and
hiring additional sales personnel, which will result in increased expenses in
absolute dollars. Accordingly, we expect that sales and marketing expenses will
increase in future periods.

General and Administrative Expenses. General and administrative expenses
increased from $1.2 million in 1997 to $1.4 million in 1998 and to $2.1 million
in 1999. We recently hired additional senior management personnel and are
planning to expand operational and corporate activities, including support of
our operations as a public company.

Amortization of Deferred Stock Compensation. Amortization expense was $9.3
million in 1999. We currently expect to record amortization of deferred stock
compensation expense of approximately $8.1 million in 2000, $3.3 million in
2001 and $2.0 million thereafter for options issued through December 31, 1999,
and to record additional expenses for options granted subsequent to that date.

Charge for amended financing arrangement. Charge for amended financing
arrangement represents the aggregate differences between the amended notes
payable conversion price per share or the related amended warrants exercise
price and the deemed fair market value of our common stock for accounting
purposes.

Interest Income (Expense), Net. Net interest expense increased from $244,000
in 1997 to $524,000 in 1998 to $717,000 in 1999 due to increased borrowings.

Income Taxes. As of December 31, 1999, we had approximately $19.0 million of
Israeli net operating loss carryforwards and $6.0 million of United States
federal and state net operating loss carryforwards. The Israeli net operating
loss carryforwards have no expiration date and have not been recorded as tax
assets because the losses are expected to be utilized during a tax exempt
period. The United States net operating loss carryforwards expire in various
amounts between the years 2004 and 2019. We have provided a full valuation
allowance against our United States deferred tax assets as the future
realization of the tax benefit is not sufficiently assured.

Quarterly Results of Operations

The table below sets forth statement of operations data for the most recent
six consecutive quarters. This information has been derived from our unaudited
consolidated financial statements. We have prepared the unaudited consolidated
financial statements on the same basis as our audited consolidated financial
statements contained elsewhere in this prospectus and include all adjustments,
consisting only of normal recurring

26
<PAGE>

adjustments, that we consider necessary for a fair presentation of such
information. You should read this information in conjunction with our
consolidated financial statements and the accompanying notes appearing
elsewhere in this prospectus. Our limited operating history makes the
prediction of future operating results difficult or impossible. We do not
believe that period-to-period comparisons of our operating results are
meaningful or should be relied upon as an indication of future performance.

<TABLE>
<CAPTION>
Quarter Ended
------------------------------------------------------------------
March 31, June 30, September 30, December 31, March 31, June 30,
1999 1999 1999 1999 2000 2000
--------- -------- ------------- ------------ --------- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Statements of Operations
Data:
Net revenues............ $ 942 $ 1,024 $ 1,110 $ 1,154 $ 1,841 $ 3,015
Cost of revenues........ (864) (1,147) (1,111) (1,194) (1,392) (2,098)
------- ------- ------- -------- -------- -------
Gross profit (loss)..... 78 (123) (1) (40) 449 917
Operating expenses:
Research and
development.......... 785 868 842 1,183 1,903 2,729
Sales and marketing... 378 376 574 644 1,450 2,093
General and
administrative....... 429 415 597 707 1,783 2,036
Amortization of
deferred
compensation......... -- 400 400 8,500 6,500 3,437
------- ------- ------- -------- -------- -------
Total operating
expenses........... 1,592 2,059 2,413 11,034 11,636 10,295
------- ------- ------- -------- -------- -------
Operating loss.......... (1,514) (2,182) (2,414) (11,074) (11,187) (9,378)
Charge for amended
financing
arrangements......... -- -- (5,200) (20,500) -- --
Interest and other
income (expense),
net.................. (198) (195) (163) (161) (68) 1,245
------- ------- ------- -------- -------- -------
Net loss................ $(1,712) $(2,377) $(7,777) $(31,735) $(11,255) $(8,133)
======= ======= ======= ======== ======== =======
</TABLE>

Revenues for the second quarter of 2000 include $724,000 revenues previously
deferred. Cost of revenues in the third quarter of 1999 and the second quarter
of 2000 reflect approximately $200,000 and $300,000, respectively, in inventory
write-downs associated with discontinuation of in-house cable modem production.
Operating expenses in the first and second quarters of 2000 reflect higher
sales and marketing and general and administrative expenses due primarily to
the general increase in personnel and the increase in sales and marketing and
corporate activities. Our quarterly operating results have varied significantly
in the past and are likely to vary significantly in the future. These
variations result from a number of factors, many of which are beyond our
control. In addition, our operating results may be below the expectations of
securities analysts and investors in future periods. Our failure to meet these
expectations will likely cause our share price to decline.

Liquidity and Capital Resources

Since our inception, we have funded operations primarily through the private
placement of our equity securities and borrowings from stockholders and banks.
We raised approximately $4.2 million in 1997, $6.8 million in 1998, $11.7
million in 1999 and $96.8 million in the six months ended June 30, 2000 in
convertible debt from stockholders and equity. On April 10, 2000, we completed
our initial public offering of 6,750,000 shares of common stock at a price of
$13.50 per share and on May 2, 2000, we issued an additional 1,012,500 shares
pursuant to the underwriters' exercise of the over-allotment option, also at
$13.50 per share. The total net proceeds from the initial public offering were
approximately $94.9 million. As of June 30, 2000, we had $91.5 million of cash,
cash equivalents and short-term investments.

Cash used by operations include expenditures associated with development
activities and marketing efforts related to commercialization of our products.
In the six months ended June 30, 2000, cash used in operations

27
<PAGE>

was $6.8 million, which was comprised of our net loss of $19.4 million,
partially offset by a non-cash charge of $9.9 million for deferred stock
compensation and other working capital account changes. In the six months ended
June 30, 1999, cash used in operations was $2.2 million, which was comprised of
our net loss of $4.1 million, partially offset by changes in working capital
accounts. In 1999, cash used in operations was $6.2 million comprised of our
net loss of $43.6 million, an increase in accounts receivable of $336,000,
partially offset by non-cash charges of $35 million for deferred stock
compensation and amended financing agreements, a decrease in inventories of
$512,000 and increase in accounts payable and accrued liabilities of $1.5
million. In 1998, cash used in operations was $6.7 million comprised of our net
loss of $7.7 million, an increase in inventory of $638,000, partially offset by
a $1.1 million increase in accounts payable and accrued liabilities. In 1997,
cash used in operations was $4.7 million comprised of our net loss of $5.3
million, an increase in inventory of $639,000, partially offset by a $1.1
million increase in accounts payable and accrued liabilities.

We have made investments in property and equipment of approximately $2.5
million from 1997 through June 30, 2000.

Our capital requirements depend on numerous factors, including market
acceptance of our products, the resources we devote to developing, marketing,
selling and supporting our products, the timing and extent of establishing
additional international operations and other factors. We expect to devote
substantial capital resources to hire and expand our research and development
and our sales and marketing organizations, to expand marketing programs and for
other general corporate activities. We expect that the net proceeds from this
offering and cash from operations will be sufficient to meet our working
capital and capital expenditure needs for at least the next 12 months. After
that, we may need to raise additional funds for a number of uses. If we raise
additional funds through the issuance of equity or convertible debt securities,
the price paid for such securities may be substantially less than the price
paid for the common stock sold in this offering and, in any event, the
percentage ownership of our existing stockholders will be reduced. We may not
be able to obtain additional funds on acceptable terms, or at all. If we cannot
raise needed funds on acceptable terms, we may not be able to increase our
ongoing operations and complete our planned expansion, take advantage of
acquisition opportunities, develop or enhance systems or respond to competitive
pressures.

Effective Corporate Tax Rates

Our tax rate will reflect a mix of the United States federal and state tax
on our United States income and Israeli tax on non-exempt income. The majority
of our Israeli subsidiary's income is derived from our company's capital
investment program with "Approved Enterprise" status under the Law for the
Encouragement of Capital Investments, and is eligible therefore for tax
benefits. Because of these benefits, we will enjoy a tax exemption on income
derived from this investment program for a period of six years commencing in
the first year in which the Israeli subsidiary will have taxable income,
provided that we do not distribute such income as a dividend, and a reduced tax
rate of 10 to 15% for up to four subsequent years. All of these tax benefits
are subject to various conditions and restrictions. There can be no assurance
that we will obtain approval for additional Approved Enterprises Programs or
that the provisions of the law will not change. Under a proposed tax reform in
Israel, tax benefits with respect to future programs may be reduced. Since we
have incurred tax losses through December 31, 1999, we have not yet used the
tax benefits for which we are eligible.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement No.
133, Accounting for Derivative Instruments and Hedging Activities, or SFAS No.
133, which establishes accounting and reporting standards for derivative
instruments and hedging activities. The statement requires recognition of all
derivatives at fair value in the financial statements. FASB Statement No. 137,
Accounting for Derivative Instruments and Hedging Activities Deferral of the
Effective Date of FASB Statement No. 133, an amendment of FASB Statement No.
133, defers implementation of SFAS No. 133 until fiscal years beginning after
June 15, 2000. We believe that upon implementation the standard will not have a
significant effect on our financial statements.

28
<PAGE>

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101--Revenue Recognition in Financial Statements ("SAB
101"), which among other things clarifies certain conditions to be met in order
to recognize revenue. The Company is currently in the process of assessing the
impact of SAB 101 and expects to complete its assessment prior to December 31,
2000.

Disclosures About Market Risk

We are exposed to financial market risks including changes in interest rates
and foreign currency exchange rates. Substantially all of our revenue and
capital spending is transacted in U.S. dollars, although a substantial portion
of the cost of our operations, relating mainly to our personnel and facilities
in Israel, is incurred in New Israeli shekels, or NIS. We have not engaged in
hedging transactions to reduce our exposure to fluctuations that may arise from
changes in foreign exchange rates. In the event of an increase in inflation
rates in Israel, or if appreciation of the NIS occurs without a corresponding
adjustment in our dollar-denominated revenues, our results of operation and
business could be materially harmed.

As of June 30, 2000, we had cash, cash equivalents and short term
investments of $91.5 million. Substantially all of these amounts consisted of
corporate and government fixed income securities and money market funds that
invest in corporate and government fixed income securities which are subject to
interest rate risk. We place our investments with high credit quality issuers
and by policy, limit the amount of the credit exposure to any one issuer.

Our general policy is to limit the risk of principal loss and ensure the
safety of invested funds by limiting market and credit risk. All highly liquid
investments with a maturity of less than three months at the date of purchase
are considered to be cash equivalents; all investments with maturities of three
months or greater are classified as held-to-maturity and considered to be
short-term investments. If market interest rates were to increase immediately
and uniformly by 10 percent from the levels at June 30, 2000, the fair value of
the portfolio would decline by an immaterial amount primarily because of the
short-term nature of the investments. While all our cash equivalents and short-
term investments are classified as "available-for-sale," we generally have the
ability to hold our fixed income investments until maturity and therefore we
would not expect our operating results or cash flows to be affected to any
significant degree by the effect of a sudden change in market interest rates on
our securities portfolio. We do not hedge any interest rate exposures.

29
<PAGE>

BUSINESS

Overview

We supply broadband wireless access systems used by telecommunications
service providers to deliver wireless, high-speed data connections to business
and residential subscribers. Our systems are deployed in point-to-multipoint
applications at the radio frequencies licensed for two-way broadband
communication. Point-to-multipoint technology refers to the ability of a
central, wireless hub to transmit and receive network traffic to and from
multiple subscriber modems. Our systems are based on the Internet protocol, or
IP, which is the networking standard used to deliver voice and data over the
Internet. Networking standards are the special set of rules for communicating
that the end points in a telecommunication connection use when they send
signals back and forth. Our system is designed to allow service providers to
support rapid and cost-effective broadband service roll-outs directly to
business and residential subscribers. Service providers use our system to
bridge the segment of the network that connects the service providers' systems
directly to the subscribers, commonly referred to as the last mile.

In recent years, the volume of high-speed data traffic across worldwide
communications networks has grown dramatically as the public Internet and
private corporate intranets have been broadly adopted for communications and e-
commerce. This traffic growth has created demand for cost-effective, high-speed
communications, as subscribers increasingly rely on numerous applications and
data-intensive content, such as full-streaming video where subscribers watch
video clips with sound over the Internet, voice over IP where subscribers
conduct voice calls over the Internet instead of their telephones, and remote
access to corporate networks where telecommuters can access corporate networks
from locations other than their offices. In the United States and abroad, the
communications industry is in varying stages of deregulation. Deregulation has
created the opportunity for new competitors to use existing and emerging
broadband technologies to offer multiple communications services directly to
subscribers. There are a number of broadband wire-based technologies that do
not utilize airwaves for data and voice transport, but instead use copper wire,
fiber optic cable, or other physical wires to transport voice and data. These
wire-based technologies deliver high-speed connections, but performance, cost,
time for deployment or service availability may limit the use of these
alternative technologies to satisfy the needs of service providers and
subscribers. Broadband wireless technologies deliver high-speed connections and
offer service providers the ability to rapidly and cost-effectively expand
their subscriber base or to enter new markets while avoiding the limitations of
the existing wire-based infrastructure.

Our system consists of a wireless hub, which serves as a point of
convergence for data traffic in a network, network management system software
and wireless subscriber modems. Each wireless hub is located at a base station,
which houses the components in the network. Our system is designed to allow
service providers to rapidly deploy cost-effective, high-speed data connections
directly to business and residential subscribers. Each hub transmits and
receives network traffic to and from our wireless modems, which are installed
at multiple subscriber locations. Our integrated network management system,
which manages the traffic over the network, optimizes how quickly and
efficiently the system operates by allocating bandwidth, or the amount of data
which can travel over the wireless signal. These system characteristics allow
service providers to maximize the number of simultaneous subscribers on their
networks. Using our point-to-multipoint system, service providers can roll out
network service quickly and with a minimal initial investment and can then
expand their networks by adding more wireless hubs and subscriber wireless
modems as the number of subscribers grows.

We sell our systems directly to service providers and system integrators,
who provide network planning and integration services and integrate our systems
with other components in the network and provide their customers with end-to-
end network solutions. We also provide system integration services to some of
our service provider customers to more effectively implement our systems. As of
June 30, 2000, our first-generation system has been commercially deployed at 19
domestic and international sites and our second-generation system has been
commercially deployed at three domestic and international sites. Our second-
generation systems use our enhanced version of the cable industry's Data Over
Cable Service Integration Specification, or DOCSIS, standard.

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We have applied for federal registration of our trademarks DOCSIS+ and LMDS
Lite. Other service marks, trademarks and trade names referred to in this
prospectus are the property of their respective owners.

Industry Background

Use of the Internet and private communications networks has expanded and
continues to expand rapidly. International Data Corporation estimates that
there were 142 million Internet subscribers at the end of 1998, and projects
that this number will grow to over 500 million subscribers by 2003. Businesses
increasingly depend upon data networks, not only for communication within the
office, but also to exchange information among corporate sites, remote
locations, telecommuting employees, business partners, suppliers and customers.
Consumers are also accessing the Internet to communicate, collect and publish
information and conduct retail purchases.

The growth in data traffic is resulting in an increase in the demand for
high-speed access. In light of this demand, the FCC has taken steps to increase
the availability of frequencies and bandwidth that may be used by wireless
carriers in the United States for such data transmission. The FCC has increased
the availability of various frequencies within the bands of 24 to 40 Gigahertz,
or GHz, frequencies often referred to as the local multipoint distribution
system, or LMDS. In addition, an FCC ruling in September 1998 allowed license
holders of the multichannel multipoint distribution system, or MMDS, or various
frequencies within the band of 2.15 to 2.68 GHz, to offer two-way broadband
wireless data services. Previously, these frequencies had been restricted to
one-way video transmissions. The FCC has also adopted orders to allocate
additional spectrum through auctions during 2000, which can be used by high-
speed data transmission service providers. Opportunities in broadband wireless
access are increasing globally as Europe, Latin America, Asia Pacific and
Canada join the United States in promoting competition in the local
communications services market by allocating frequencies and bandwidth and
issuing transmission licenses. In this regard, at least 26 countries have
allocated broadband wireless frequency bands for use or trials in the last
mile, according to Global Telephony.

Deregulation has been a significant catalyst for increased competition in
the long-haul segment of the market and massive spending on network
infrastructure, as incumbent and emerging carriers have sought to address the
growing demand for bandwidth. In the local access segment of the market,
deregulation has also been a significant catalyst for the growing interest in
providing broadband access directly to subscribers. Data services that
historically were offered only by a single provider for a region now may be
offered by a number of competing service providers. This increased competition
has given local service providers compelling incentives to improve data
transmission rates in order to offer additional value-added services to
subscribers. However, bandwidth limitations of the existing last mile
infrastructure have constrained service providers from exploiting these
opportunities. Last mile links to subscribers typically consist of copper wires
that operate at substantially lower transmission speeds than those offered in
the long-haul segment of a network, or by some available broadband
alternatives. These copper wires were originally intended to carry only analog
circuit-switched, voice signals. As a result, the last mile has become a
bottleneck that limits high-speed data transmission.

Alternative technologies for broadband access include:

. Digital Subscriber Line. Digital subscriber line, or DSL, technology
improves the data transmission rates of a telephone company's existing
copper wire network.

. Cable Modems. Cable modems are designed to provide broadband Internet
access and are targeted primarily at the residential market.

. Fiber-based Solutions. Fiber-based solutions and high-capacity leased
lines offer the highest data transmission rate of any of the alternative
technologies for broadband access.

. Point-to-Point Wireless Technology. Point-to-point wireless technology
enables data transmission using a dedicated radio link between two
locations.

. Broadband Point-to-Multipoint Wireless Technology. Broadband point-to-
multipoint wireless networks consist of a wireless hub that communicates
over radio frequencies to transmit and receive network traffic to and
from wireless modems installed at multiple subscriber locations.

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Broadband wireless technology is being utilized by both incumbent and
emerging service providers. The established carriers are expected to use
broadband wireless technology to reach new customers to whom they previously
could not provide access, fill coverage gaps in their existing networks and
deploy value-added services in a cost-effective manner. For example,
International Data Corporation reported that in 1999, Sprint and WorldCom spent
over $1.5 billion to purchase companies holding MMDS licenses. Emerging
carriers may use this technology to bypass existing wire-based infrastructure
and to compete with incumbent carriers. In addition, this technology may be
used to deploy broadband services in regions where there is no wire-based
communications infrastructure. International Data Corporation estimates that
revenue generated by basic services delivered via fixed wireless technologies
will grow from $767 million last year to $7.4 billion in 2003.

The Vyyo Solution

Our systems are designed to provide the following benefits:

Cost-effectiveness. Service providers worldwide are beginning to use
wireless access technologies as a cost-effective alternative to wire-based
communications, such as cable modems and digital subscriber lines. Our wireless
system avoids many of the high costs associated with wire-based solutions, such
as costs of installing copper wire, cable or fiber and obtaining access rights-
of-way and digging up streets to lay wire. We believe that our systems are more
cost-effective than other wireless access systems because our IP-based systems
are easy to operate and less expensive to install and maintain. Our second-
generation systems use our enhanced version of the DOCSIS standard, which also
contributes to cost-effectiveness.

DOCSIS-based Systems. We use our enhanced version of the DOCSIS standard,
which we call DOCSIS+(TM), in our second-generation wireless access systems.
Because different manufacturers may use different protocols or rules for
communicating and sending signals back and forth in their products, these
products are often unable to communicate with one another or with products from
other manufacturers. By designing systems with communication rules based on the
DOCSIS standard, our systems can be more easily adapted to new standards and
rules and make them easier to integrate with other manufacturers' equipment.
Widely-available key components make our DOCSIS-based systems less expensive to
use than most other currently available systems.

Commercial Deployments. Our product is one of the first commercially
available wireless hub and modem systems for MMDS, and LMDS, frequency bands.
Our first-generation system has been commercially deployed at 19 domestic and
international sites and our second-generation, DOCSIS-based, system has been
commercially deployed at three domestic and international sites.

Flexible Platform. Our systems are highly scalable which allows additional
users and hubs to be added quickly and easily, so our customers can establish a
wireless broadband access network with a relatively low initial investment and
later expand the geographic coverage area of the network and increase the
number of users who can be served on the network as subscriber demand
increases. Our integrated network management system is designed to allow new
system features and benefits to be added without costly replacements of
existing hardware. Service providers also use the integrated network management
system to manage the traffic over the network and optimize how quickly and
efficiently the system operates by efficiently allocating bandwidth, or the
amount of data which can travel over the wireless signal. These system
characteristics allow service providers to maximize the number of simultaneous
end-users served by a hub while preserving the speed and quality of data
transmission.

Strategy

Our objective is to be a leading worldwide supplier to service providers and
system integrators of broadband wireless access systems used in point-to-
multipoint applications. Our strategy to accomplish this objective is to:

. Use Existing Commercially Deployed Systems to Demonstrate our
Capabilities. We intend to use the early acceptance of our systems to
demonstrate our capabilities to potential customers as we seek to expand
our customer base.

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. Broaden Our Product Offerings. We intend to develop products with
additional features and benefits and new systems for use in additional
wireless frequency bands worldwide as these frequencies become available.
We expect to make relatively minor modifications in our transmission
components to enable our systems to operate in different frequency bands.
We do not expect to redesign our entire system architecture.

. Improve Cost-effectiveness and Performance. We intend to continue
improving the performance and quality of our systems, while reducing
costs by integrating advanced components. We are developing additional
software code, which is intended to enhance the functions of the system
and allocate frequencies more efficiently.

. Leverage Key Strategic Relationships. We have established strategic
relationships with several service providers, radio companies,
semiconductor manufacturers and system integrators. We expect to
strengthen our existing relationships and establish new relationships
with other system integrators and service providers, to increase product
distribution and expand into additional geographic markets.

. Participate in Developing Industry Standards. We expect that our
technological expertise will allow us to play an integral role in the
development of the wireless DOCSIS standard. In July 2000, Vyyo and other
industry participants--ADC, Conexant, Gigabit Wireless, Intel and Nortel
Networks--announced the formation of a Wireless Digital Subscriber Line
Consortium to accelerate the deployment of broadband wireless solutions
to the marketplace. The goal of the Consortium is to provide the industry
with standardized, timely, multi-vendor solutions for broadband wireless
access. Vyyo's DOCSIS+(TM) air interface was selected as the initial
reference point for the Consortium's definition of an open standard. Vyyo
is also active in the various standards bodies, such as the Institute of
Electrical and Electronic Engineers, or IEEE, subcommittee to develop
wireless industry standards.

Products

Our systems are deployed in point-to-multipoint applications at the
frequencies licensed for these applications. Our system is comprised of
wireless hubs and wireless subscriber modems.

The following diagram depicts our broadband wireless access system:

[The graphic is a base station connected to an antenna that transmits to a
modem located in residences and businesses.]

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. Point-to-multipoint wireless hubs are located in base stations and send
and receive data traffic to and from up to 8,000 wireless subscriber
modems at very high speeds. Our network management system manages and
controls the traffic transmitted over our broadband wireless system.

. Our wireless modems connected to PCs or LANs are located in residences,
small/home offices, and medium-sized businesses. These modems send and
receive data traffic and provide access to the Internet.

. Our wireless hub interfaces with a router located in the base station
that sends data traffic to the Internet and, in the future, will send
voice traffic to the gateway that connects with the public telephone
network.

. System integrators or service providers add additional network equipment,
such as antennae to transmit wireless radio frequency signals, and
complete the network infrastructure.

Wireless Hub. Our wireless hub manages data communications between wireless
modems located at subscribers' locations and network devices such as routers
located at a central office or base station. The primary role of the wireless
hub is to manage the upstream traffic from the subscriber toward the public
telephone and data networks, and the downstream traffic from the networks
toward the subscriber. Our wireless hub can support up to 8,000 wireless
modems.

Our wireless hub employs a unique open physical layer architecture that
allows us to easily replace the circuit boards in the hub as more sophisticated
technology becomes available. Our wireless hub is designed to support a variety
of channel capacities by using any combination of six upstream receivers and
four downstream transmitters. For example, our system can provide, among other
combinations, 60 upstream channels and 8 downstream channels or 48 upstream
channels and 16 downstream channels. A channel is a subdivision of a frequency
band used to transmit radio frequency signals. This flexibility allows the
system engineer to configure a system for each specific situation. Several
frequency bands may be used within the same wireless hub.

Our wireless hub may be accessed for modification or transmitter or receiver
module replacement by the operator while maintaining continuous operation. Most
of the modules are identical, which is intended to reduce maintenance and
inventory requirements. When used in combination with our wireless modems, our
wireless hub enables radio frequency performance in any of the currently
licensed point-to-multipoint frequency bands. Multiple wireless hubs may be
controlled through the same network management system operator interface,
either locally or from a remote location.

Our integrated network management system is a Windows NT-based software
package that manages overall system operations. The system features graphical
views of all parts of the network, subscribers, modems and traffic patterns.
The network management system allows network operators to configure, maintain
and troubleshoot hubs and modems from a central workstation. Our network
management system also enables the network operator to work at a location
remote from the public telephone network or the data network, thereby
increasing the system's operational flexibility. In addition, our systems can
adjust automatically to more efficiently utilize available bandwidth. This
utilization can translate into increased potential revenue for service
providers as compared to other currently available wireless products.

Wireless Modem. Our wireless subscriber modem is designed for residential,
home office or small office deployment. It supports up to 15 individual users
simultaneously through a separate Ethernet hub or switch.

We introduced our first-generation broadband wireless access system during
the third quarter of 1998, for the LMDS frequency band, and during the first
quarter of 1999, for the MMDS frequency band. We introduced our second-
generation broadband wireless access system during the fourth quarter of 1999,
for the MMDS and LMDS frequency bands. Currently, the primary frequency bands
for broadband data services in the United States or other countries are various
frequencies within these bands:

. WCS--Wireless Communications Service--2.305 to 2.320 GHz and 2.345 to
2.360 GHz;

. MMDS--Multichannel Multipoint Distribution Service--2.150 to 2.680 GHz
(3.5GHz in Europe); and

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. LMDS--Local Multipoint Distribution Service--24 to 40 GHz.

We began commercial shipments of our first-generation broadband wireless
access system in the first quarter of 1999, and we began commercial shipment of
our second-generation, DOCSIS-based, wireless access system in the fourth
quarter of 1999. All of our product revenues in 1997 and 1998, and a
substantial portion of our product revenues in 1999, relate to sales of cable
modem products that we are no longer developing. Virtually all of the remaining
revenues in 1999 relate to sales of our first-generation wireless modem
products, which we phased out with the launch of our second-generation, DOCSIS-
based, wireless access systems in the fourth quarter of that year. Therefore,
the success of our business will be entirely dependent upon the success of our
wireless products generally, and our new DOCSIS-based wireless products in
particular.

Technology

Our experience in designing shared bandwidth communications systems using
time division multiple access technology is the foundation of our expertise in
the point-to-multipoint broadband wireless access market. "Time division
multiple access" is a wireless technology that allows multiple users to share
available bandwidth. We believe that we have extensive expertise in system
design, as well as modem and broadband radio frequency technology. We have
developed media access controller, or MAC, layer algorithms, or software code,
that maximize the number of subscribers that can share a single upstream
channel.

Internet Protocol Expertise. Our system architecture supports Internet
Protocol communications traffic, and our primary systems component, the media
access controller, is optimized for Internet Protocol communications traffic.
We have designed our systems to support variable-length Internet Protocol
packets, which carry the data being transmitted, including the most common
packet size of 64 bytes.

DOCSIS+(TM) Standard. Our second-generation systems are based on the cable
industry's DOCSIS standard that we have adapted and enhanced for use in the
wireless environment. Our DOCSIS+(TM) standard provides for comprehensive
support of all Internet Protocol-based services. We believe that we are the
first company to modify the DOCSIS standard to suit the wireless environment.
We have developed media access controller layer algorithms, or software code,
based on DOCSIS+(TM) for our wireless hubs and modems and have made additional
enhancements to facilitate reliable communication over the MMDS and LMDS
frequency bands.

Enhanced MAC Layer Algorithms. Our enhanced media access controller layer
software code, combined with select physical layer software code, provide
robust performance under adverse conditions and effectively utilize the limited
frequency and bandwidth allocations of the MMDS band.

Signal Processing Technology. We develop, deploy and support the networking
architecture for the multiple modules required in our systems. Specifically, we
have developed technology that is designed to correct transmission errors and
prevent unauthorized access to the data being transmitted. We believe that our
ability to rapidly develop and integrate such modules into our systems provides
us with a competitive advantage.

Scheduling Algorithms. We develop scheduling software code for time division
multiple access-based point-to-multipoint systems. Our network management
system is designed to predict user behavior and automatically adjust allocation
of frequencies to more efficiently utilize bandwidth. The ability to control
and modify the characteristics of the network management system allows us to
further optimize them for changing environments and future services.

Customers

We sell our systems directly to service providers and system integrators
that deploy our systems as part of their end-to-end network solutions for
service providers. We also provide system integration services to some of our
service provider customers to more effectively implement our systems. We sell
our systems based on individual purchase orders. Our customers are not
obligated by long-term contracts to purchase our systems. Our customers can
generally cancel or reschedule orders upon short notice and can discontinue
using our systems at any time.

A relatively small number of customers account for a large percentage of our
revenues. In 1999, ADC Telecommunications accounted for approximately 20% of
our revenues, Aster City Cable accounted for

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approximately 14% of our revenues, Shanghai Bell accounted for approximately
13% of our revenues and Philips Semiconductor accounted for approximately 12%
of our revenues. Sales in 1999 to Aster City Cable and Shanghai Bell relate to
cable products that we are no longer developing, and we do not expect sales to
Philips to continue beyond 2000.

Collaboration Agreement. In August 1999, we entered into a collaboration
agreement with ADC Telecommunications, under which we agreed to sell our hubs
and modems to ADC for resale and distribution to ADC's customers at a market
price to be established by good faith negotiation between ADC and us. This
agreement provided that ADC had exclusive rights to market, sell and distribute
our products to certain customers. We also agreed to grant to ADC a non-
exclusive license to use specified software embedded in or provided with our
products. We recently amended our agreement with ADC to, among other things,
remove the exclusivity clause. In the first half of 2000, we established a
relationship with Nortel Networks under which we expect Nortel Networks to sell
our products on an OEM basis. In the second quarter of 2000, we generated
revenues from sales of our products to Nortel Networks. We also have agreements
to collaborate with several radio companies including California Amplifier,
REMEC and others, to develop radio products that will interoperate with our
equipment.

In connection with the collaboration agreement, ADC made about a 10% equity
investment in Vyyo. ADC is expected to sell a substantial portion of its equity
investment in this offering. Additional information regarding ADC's investment
is contained in this prospectus under the heading "Certain Relationships and
Related Transactions."

License and Development Agreement. In December 1999, we entered into a
license and development agreement with Philips Semiconductor relating to cable
modem systems. Under this contract, we agreed to license two versions of our
DOCSIS MAC system to Philips. We have given Philips a non-exclusive, royalty-
free right to use our DOCSIS 1.0 MAC in exchange for a one-time license fee. In
addition, we have given Philips a non-exclusive, royalty-bearing right to use
our DOCSIS 1.1 MAC in exchange for a license fee, a percentage of which is paid
upon the achievement of specified milestones related to the development of the
DOCSIS 1.1 MAC.

Sales and Marketing

The global telecommunications industry is dominated by a limited number of
network system integrators. We focus our marketing efforts on network system
integrators that have the means to provide vendor financing in situations where
our equipment is purchased as part of the total network. For some service
providers, this financing is a necessary part of the total network solution. We
support our system integrator customers with site demonstrations for their
service provider customers. The objective of a site demonstration is to promote
the adoption of our systems for deployment within the service provider's
network.

We also sell our systems directly to service providers. In determining which
accounts to service directly, we focus on those service providers that prefer
to work with a vendor directly and serve as their own system integrator. In
some instances, we may serve as a system integrator and provide, through third
parties, the other components of the network system.

Our direct sales force maintains contact with the service provider and the
system integrator account team, regardless of the actual distribution channel.
This contact keeps us informed of the evolving needs of the service providers
and helps strengthen our relationship with each customer. In some markets, we
have established distribution relationships with local resellers that also
provide support and maintenance to their service provider customers.

Our marketing group provides marketing support services for our executive
staff, direct sales force, system integrators and resellers. Through our
marketing activities, we provide technical and strategic sales support to

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our direct sales personnel and system integrators or resellers, including in-
depth product presentations, technical manuals, sales tools, pricing, marketing
communications, marketing research, trademark administration and other support
functions.

Our marketing group is also responsible for product management activities
throughout each product's lifecycle. These activities include the definition of
product features, approval of product releases, specification of enhancements
to our product and service offerings, and determination of future product
platforms.

Manufacturing

We outsource manufacturing to contract manufacturers that have the expertise
and ability to reduce costs associated with volume manufacturing and to respond
quickly to customer orders while maintaining high quality standards. We
outsource printed circuit board assembly and manufacturing of our wireless hubs
to contract manufacturers located in Israel. We outsource manufacturing of our
wireless modems to a contract manufacturer located in Taiwan. Any inability of
these manufacturers to provide the necessary capacity or output could result in
significant production delays which could harm our business. Our wireless hubs
and modems are currently purchased on a purchase order basis. We have no
guaranteed supply or long-term contractual agreements with any of our
suppliers. In addition, some of the components included in our systems are
obtained from a single source or limited group of suppliers. The partial or
complete loss of such suppliers could increase our costs, delay shipments or
require redesigns of our products.

We assemble our wireless hubs and perform final tests on our systems at our
facility located in Jerusalem, Israel. Our facility is ISO 9002-certified. ISO
9002 is a set of international quality assurance standards for companies
involved in the design, development, manufacturing, installation and servicing
of products or services. These standards are set by the International
Organization for Standardization, or ISO, an international federation of
national standards bodies. To be recommended for ISO 9002 certification, a
company must be audited by an ISO-accredited auditing company and must meet or
surpass ISO standards.

Research and Development

The goal of our research and development activities is to continue the
development and introduction of next-generation products for our customers. Our
efforts are also focused on reducing the cost and increasing the functionality
of our systems, while adapting them to the frequency and interface
specifications required for new markets. Our ongoing new product development
program assesses service providers' needs and technological changes in the
communications market. We are pursuing new generations of many of our products.

We believe that our extensive experience designing and implementing high
quality network and radio components and system software allows us to develop
high-value integrated systems solutions. As a result of these development
efforts, we believe that we have created an industry-leading platform for cost-
effective broadband wireless voice and data delivery with dynamic bandwidth
allocation.

Our future success depends on our continued investment in research and
development in radio, networking and software technologies, and we expect to
continue to invest a significant portion of revenues in this area. Our research
and development expenditures were $2.4 million for 1997, $3.3 million for 1998,
$3.7 million for 1999, and $4.6 million for the six months ended June 30, 2000.
We are currently investing significant resources to enhance our network
management system software, integrate base station components and extend the
capabilities, frequencies and transmission capacity of our systems.

As of June 30, 2000, our research and development staff consisted of 94
employees, all of whom are located in Israel.

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Competition

The market for broadband wireless access systems is intensely competitive,
rapidly evolving and subject to rapid technological change. The principal
competitive factors in this market include:

. product performance and features;

. price of competitive products;

. reliability and stability of operation;

. ability to develop and implement new services and technologies;

. ability to support newly allocated frequencies; and

. sales capability, technical support and service.

The primary competing alternative technologies for broadband access include:

Digital Subscriber Line. Digital subscriber line, or DSL, technology today
transmits data approximately 50 times faster than a conventional dial-up modem
using the existing copper wire network. DSL transmission rates are limited,
however, by the length and quality of the available copper wires. Various
implementations of DSL are being developed and deployed. Service providers
deploying DSL technology include incumbent local exchange carriers, such as SBC
Communications, Inc. and Bell Atlantic Corporation, as well as numerous
competitive local exchange carriers.

Cable Modems. Cable modems are designed to provide broadband Internet access
and are targeted primarily at the residential market. Cable lines pass by 100
million homes in North America, but only a portion of those homes currently
have access to two-way cable modem service. Several cable companies are
currently offering broadband access services across two-way cable, including
Excite@Home and Time Warner. In addition, we believe that as a result of AT&T's
acquisition of Tele-Communications, Inc. and the proposed merger of America
Online, Inc. and Time Warner, cable TV networks will be used increasingly for
voice and high-speed data services.

Fiber-based Solutions. Fiber-based solutions and high-capacity leased lines
offer the highest data transmission rate of any of the alternative technologies
for broadband access. Fiber optic cables use pulses of light to transmit
digital information. Because fiber optic cables support thousands of high-
speed, local digital connections onto a single higher-speed connection to the
central office or the central side of the cable TV network where all the video
signals emanate, they offer virtually unlimited bandwidth capacity. Due to
their high capacity, fiber optic cables are increasingly being used in the
access network in both telecommunications and cable TV applications. However,
these solutions are costly to deploy for small business and residential
subscribers.

DSL and cable modem technologies offer data transmission speeds comparable
to our broadband wireless technology at comparable modem costs. Fiber optic
cable provides faster transmission rates than our broadband wireless
technology, though at significantly higher costs.

Many of our competitors and potential competitors have substantially greater
financial, technical, distribution, marketing and other resources than we have
and, therefore, may be able to respond more quickly to new or changing
opportunities, technologies and other developments. In addition, many of our
competitors have longer operating histories, greater name recognition and
established relationships with system integrators and service providers. These
competitors may also be able to undertake more extensive marketing campaigns,
adopt more aggressive pricing policies and devote substantially more resources
to developing new products. Our primary competitor is Hybrid Networks, Inc.,
and other companies, such as Adaptive Broadband Corporation and BreezeCOM Ltd.,
have announced plans to enter the MMDS market. In addition, well-capitalized
companies such as Cisco Systems, Lucent Technologies, Alcatel and other vendors
have announced plans to enter, or are potential entrants into, the broadband
wireless market. These vendors have been attracted by recent

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investments by WorldCom, Sprint and other service providers in wireless
operations. Most of these competitors have existing relationships with one or
more of our prospective customers. We may not be able to compete successfully
against our current and future competitors and competitive pressures may
seriously harm our business.

Government Regulation

Our business depends on the availability of certain radio frequencies for
broadband two-way communications. Radio frequencies are subject to extensive
regulation under the laws of the United States, foreign laws and international
treaties. Each country has different regulation and regulatory processes for
wireless communications equipment and uses of radio frequencies. The regulatory
environment in which we operate is subject to significant change, the results
and timing of which are uncertain. Historically, in many countries the
unavailability of radio frequencies for two-way broadband communications has
inhibited the growth of such networks. The process of establishing new
regulations for broadband wireless frequencies and allocating such frequencies
to operators is complex and lengthy. Our customers and potential customers may
not be able to obtain sufficient frequencies for their planned uses of our
systems. Failure by the regulatory authorities to allocate suitable, sufficient
radio frequencies for such uses in a timely manner could deter potential
customers from ordering our systems and seriously harm our business.

Our systems must conform to a variety of domestic, foreign and international
regulatory requirements established to, among other things, avoid interference
among users of radio frequencies and permit interconnection of equipment.
Regulatory bodies worldwide have adopted and are adopting or revising standards
for wireless communications products. The emergence or evolution of regulations
and industry standards for broadband wireless products, through official
standards committees or widespread use by operators, could require us to modify
our systems, which may be expensive and time-consuming, and incur substantial
compliance costs and seriously harm our business.

We are subject to export control laws and regulations with respect to all of
our products and technology. We are subject to the risk that more stringent
export control requirements could be imposed in the future on product classes
that include products exported by us, which would result in additional
compliance burdens and could impair the enforceability of our contract rights.
Some of our products contain encryption technologies to enable the transfer of
data in a manner that preserves the privacy of the parties communicating such
data. United States law requires that we obtain an export license for our
systems and that we comply with various restrictions on exporting our systems
to certain countries. Our United States license expires October 31, 2000. Under
Israeli Law, means of encryption and encryption equipment are controlled
commodities within the meaning of the Control of Commodities and Services Law,
5718-1957, and are therefore subject to the prohibitions, restraints,
supervision and control governing it by virtue of such law and regulations and
orders thereunder. Such law and regulation prohibit the engagement in means of
encryption otherwise than pursuant to a license from the authorized person
appointed by the Minister of Defense. Vyyo Ltd.'s license to engage in
encryption expires on February 28, 2001. We may not be able to renew these
licenses as necessary from time to time. In addition, we may be required to
apply for additional licenses to cover modifications and enhancements to our
products. Any revocation or expiration of any requisite license, the failure to
obtain a license for product modifications, or more stringent export control
requirements could seriously harm our business.

Intellectual Property

We have 22 patent applications pending in the United States. We rely on a
combination of patent, copyright and trademark laws, trade secrets and
confidentiality and other contractual provisions to establish and protect our
proprietary rights, each of which is important to our business.

Our success depends in part on our ability to protect our proprietary
technologies. Our pending or future patent applications may not be approved and
the claims covered by such applications may be reduced. If allowed, our patents
may not be of sufficient scope or strength, others may independently develop
similar

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technologies or products, duplicate any of our products or design around our
patents, and the patents may not provide us competitive advantages. Further,
patents held by third parties may prevent the commercialization of products
incorporating our technologies or third parties may challenge or seek to
narrow, invalidate or circumvent any of our pending or future patents. We also
believe that foreign patents, if obtained, and the protection afforded by such
foreign patents and foreign intellectual property laws, may be more limited
than that provided under United States patents and intellectual property laws.
Litigation, which could result in substantial costs and diversion of effort by
us, may also be necessary to enforce any patents issued or licensed to us or to
determine the scope and validity of third-party proprietary rights. Any such
litigation, regardless of outcome, could be expensive and time-consuming, and
adverse determinations in any such litigation could seriously harm our
business.

We also rely on unpatented trade secrets and know-how and proprietary
technological innovation and expertise which are protected in part by
confidentiality and invention assignment agreements with our employees,
advisors and consultants and non-disclosure agreements with certain of our
suppliers and distributors. These agreements may be breached, we may not have
adequate remedies for any breach or our unpatented proprietary intellectual
property may otherwise become known or independently discovered by competitors.
Further, the laws of certain foreign countries may not protect our products or
intellectual property rights to the same extent as do the laws of the United
States.

From time to time, third parties, including our competitors, may assert
patent, copyright and other intellectual property rights to technologies that
are important to us. We expect that we will increasingly be subject to license
offers and infringement claims as the number of products and competitors in our
market grows and the functionality of products overlaps. In this regard, in
early 1999, we received a written notice from Hybrid Networks in which Hybrid
claimed to have patent rights in certain technology. Hybrid requested that we
review our products in light of six of Hybrid's issued patents.

In April 2000, Vyyo received an additional letter from Hybrid Networks
requesting that we review our patents in connection with various patents of
Hybrid. These patents included patents Hybrid had previously requested in 1999
that we review, as well as six additional patents. Vyyo believes, based on the
advice of counsel, that the Hybrid patents noted in 1999 are invalid or are not
infringed by its products. Vyyo is evaluating the other patents noted in the
letter.

Others' patents, including Hybrid's, may be determined to be valid, or some
or all of our products may ultimately be determined to infringe the Hybrid
patents or those of other companies. Hybrid or other companies may pursue
litigation with respect to these or other claims. The results of any litigation
are inherently uncertain. In the event of an adverse result in any litigation
with respect to intellectual property rights relevant to our products that
could arise in the future, we could be required to obtain licenses to the
infringing technology, pay substantial damages under applicable law, to cease
the manufacture, use and sale of infringing products or to expend significant
resources to develop non-infringing technology. Licenses may not be available
from third parties, including Hybrid, either on commercially reasonable terms
or at all. In addition, litigation frequently involves substantial expenditures
and can require significant management attention, even if we ultimately
prevail. Accordingly, any infringement claim or litigation against us could
significantly harm our business, operating results and financial condition.

Employees

As of June 30, 2000, we had 161 full-time employees, of whom 35 were
employed in the United States and 126 were employed in Israel. Of these full-
time employees, 94 were principally dedicated to research and development, 18
were dedicated to sales, marketing and customer support and 24 were involved in
manufacturing and operations. None of our U.S. employees is represented by a
union.

Our Israeli subsidiary is subject to Israeli labor laws and regulations with
respect to our Israeli employees. These laws principally concern matters such
as paid annual vacation, paid sick days, length of work day and

40
<PAGE>

work week, minimum wages, pay for overtime, insurance for work related
accidents, severance pay and other conditions of employment.

Our Israeli subsidiary and our Israeli employees are subject to provisions
of the collective bargaining agreements between the Histadrut, the General
Federation of Labor in Israel, and the Coordination Bureau of Economic
Organizations, including the Industrialists Associations, by order of the
Israeli Ministry of Labor and Welfare. These provisions principally concern
cost of living expenses, recreation pay and other conditions of employment. Our
Israeli subsidiary provides our Israeli employees with benefits and working
conditions above the required minimums. Our employees are not represented by a
labor union. We have not experienced any work stoppages.

Facilities

We are headquartered in Cupertino, California, where we lease approximately
9,000 square feet of commercial space under a month-to-month sublease. These
facilities are used for executive office space, including sales and marketing
and finance and administration. We also lease approximately 27,000 square feet
of commercial space in Jerusalem, Israel under a term lease that expires on
December 31, 2003, subject to one five-year extension at our option. We intend
to move all of our Israeli operations to a new 43,120 square foot facility in
January 2001 and to sublease our current facility to another tenant. In June
2000, we entered into a term lease for this new facility. The new lease has a
term of four years commencing on January 1, 2001, and is subject to six
extensions of two years each. These facilities are used for research and
development activities and for product assembly and testing. Vyyo is seeking
additional space in the United States for its executive, sales and marketing
and finance and administration departments.

Legal Proceedings

We may from time to time become a party to various legal proceedings arising
in the ordinary course of our business. However, we are not currently a party
to any material legal proceedings. In addition, see "Intellectual Property" for
a description of certain intellectual property claims.

41
<PAGE>

MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding the executive officers
and directors of Vyyo as of June 30, 2000:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Davidi Gilo............. 43 Chairman of the Board and Chief Executive Officer
Michael Corwin.......... 43 Chief Operating Officer
Eran Pilovsky........... 39 Vice President, Finance and Chief Financial Officer
Arnon Kohavi............ 35 Senior Vice President, Strategic Relations
Menashe Shahar.......... 49 Vice President, Engineering and Chief Technical Officer
Stephen P. Pezzola...... 43 General Counsel and Secretary
Lewis S. Broad.......... 42 Director
Neill H. Brownstein..... 56 Director
Avraham Fischer......... 43 Director
John P. Griffin......... 50 Director
Samuel L. Kaplan........ 64 Director
Alan L. Zimmerman....... 57 Director
</TABLE>

Davidi Gilo has served as Vyyo's Chairman of the Board of Directors since
its inception in 1996. Mr. Gilo was appointed as Chief Executive Officer of
Vyyo in April 1999. From October 1998 until November 1999, Mr. Gilo also served
as Chairman of the Board of DSP Communications, Inc., a developer of chip sets
for wireless personal communications applications, and from June 1999 until
November 1999, he served as DSP Communications' Chief Executive Officer. Mr.
Gilo also served as the Chairman of the Board of DSP Communications from its
founding in 1987 through November 1997. Mr. Gilo also served as Chairman of the
Board of Zen Research N.V., a developer of technology and intellectual property
for use in CD and DVD optical storage devices, between July 1995 and December
1999, and was appointed as Zen Research plc's chairman in April 2000. Since
1996, Mr. Gilo has also been the manager of the Gilo Group, LLC, an investment
company he founded in 1996. Between 1987 and 1993 he was the President and
Chief Executive Officer of DSP Group, Inc., a developer of telephony and speech
compression components, and he served as Chairman of the Board of DSP Group
from 1987 until April 1995.

Michael Corwin was appointed as Chief Operating Officer of Vyyo in August
1999. From August 1995 until August 1999, Mr. Corwin served as Vice President,
Operations of Harmony Management, Inc., a private investment company. From June
1994 until August 1995, he served as Vice President of Operations of Nogatech,
Inc. and from 1986 until 1994, he was Vice President of Purchasing and
Production of DSP Group.

Eran Pilovsky joined Vyyo as Vice President, Finance and Chief Financial
Officer in January 2000. Prior to joining Vyyo, Mr. Pilovsky spent over 14
years in various positions with Ernst & Young LLP's advisory and assurance
business service group, and became a partner at Ernst & Young in October 1997.
Mr. Pilovsky is a certified public accountant in California.

Arnon Kohavi joined Vyyo in November 1999 as Senior Vice President,
Strategic Relations. From July 1994 until October 1995, he served as Director
of Strategic Planning of DSP Communications, and from October 1995 until
January 1999, he was Vice President of Business Development of DSP
Communications. From January 1999 until November 1999 he served as Senior Vice
President, Strategic Relations of DSP Communications. From May 1994 until July
1994, Mr. Kohavi was Manager of Business Development of DSP Group, Inc.

Menashe Shahar has served as Vyyo's Vice President, Engineering since July
1994 and as Chief Technical Officer since May 1999. Prior to joining Vyyo, Mr.
Shahar served as Chief Engineer for the Data Communications Department of
Tadiran Telecommunications Group, where he spent five years in the development
of products in the area of packet switching, frame relay and ISDN. Prior to
joining Tadiran,

42
<PAGE>

Mr. Shahar served for eight years as a design engineer in the Israeli Defense
Force, where he was involved in designing modems and other data communications
products.

Stephen P. Pezzola joined Vyyo in September 1996 as General Counsel and
Secretary. From September 1996 until November 1999, Mr. Pezzola also served as
General Counsel and Corporate Secretary of DSP Communications. Since September
1996, Mr. Pezzola has also been a member of Gilo Group. From September 1996
until January 2000 he also served as General Counsel and Secretary of Zen
Research plc, and from January through April 2000, he served as Chairman of the
Board of Zen Research. In April 2000, Mr. Pezzola became Executive Vice
Chairman of the Board of Zen Research. From May 1986 until September 1996, Mr.
Pezzola was a founding shareholder and president of the law firm of Pezzola &
Reinke, APC, of Oakland, California.

Lewis S. Broad has been a member of the board of directors since November
1999. Since May 1, 2000 Mr. Broad has served as Chief Executive Officer of
Portfab LLC, a manufacturer of heating enclosures. He is also a member of the
board of directors of Carrier Services, Inc., a company specializing in payment
processing and fraud prevention for telephone and Internet transactions. From
November 1994 until November 1999, Mr. Broad also served as a director of DSP
Communications. Mr. Broad is also a private investor.

Neill H. Brownstein was appointed as a member of the board of directors in
December 1999. Mr. Brownstein is President of Neill H. Brownstein Corporation,
a strategic investment management consulting firm which he founded in 1976.
From June 1970 to January 1995, Mr. Brownstein was associated with Bessemer
Securities Corporation and Bessemer Venture Partners, and during that period he
served as a founding general partner of three affiliated venture capital funds.
Mr. Brownstein also serves on the board of directors of Giga Information Group.
From November 1994 until November 1999, Mr. Brownstein also served as a
director of DSP Communications.

Avraham Fischer has been a member of the board of directors since April
1996. Mr. Fischer is a managing partner in the law firm of Fischer, Behar, Chen
& Co., of Tel Aviv, Israel, where he has served since 1982. Since January 1998,
Mr. Fischer has served as co-chairman of the Board of Isra-air Aviation and
Tourism, and since January 1997, he has been co-chairman of the board of Ganden
Investment Ltd. which has holdings in a group of Israeli tourism and aviation
companies. Since January 1995, he has served as a director on the board of
Nogatech, Inc., a developer of computer chips for telecommunications. From 1996
until November 1999, Mr. Fischer also served as a director of DSP
Communications.

John P. Griffin has been a member of the board of directors since November
1999. From September 1996 through April 1998, Mr. Griffin served as Vice
President of Marketing for the Network Services Division of ADC
Telecommunications. In April 1998, Mr. Griffin was appointed as General Manager
of the Loop Transport Division of ADC Telecommunications. In May 1999, he was
appointed President of the Broadband Wireless Group of ADC Telecommunications.
From March 1995 through September 1996, Mr. Griffin served as Vice President of
Marketing of RSI Systems, a manufacturer of desktop video conferencing
equipment. Prior to that, he served for nine years with ADC Telecommunications,
the first year as Manager of Technical Support and the remaining eight years in
various marketing positions.

Samuel L. Kaplan has been a member of the board of directors since July
1999. Mr. Kaplan has been a partner in the law firm of Kaplan, Strangis and
Kaplan, P.A. of Minneapolis, Minnesota, since October 1978. Mr. Kaplan also
serves as a director of USP Real Estate Investment Trust, a real estate
investment trust. From 1991 until June 1999, Mr. Kaplan also served as a
director of DSP Group.

Alan L. Zimmerman has been a member of the board of directors since July
1999. Since November 1994, Mr. Zimmerman has served as President of Law Finance
Group, Inc., a provider of financing in connection with anticipated awards in
legal proceedings. From 1992 through December 1999, he was Vice President of
Inheritance Funding Company, LLC, a provider of financing to heirs in
connection with anticipated inheritance payments.

43
<PAGE>

Board of Directors

Our certificate of incorporation provides for a classified board of
directors consisting of three classes of directors, each serving staggered
three-year terms. As a result, a portion of our board of directors is elected
each year. Class I directors' terms will expire at the annual meeting of
stockholders to be held in 2001, Class II directors' terms will expire at the
annual meeting of stockholders to be held in 2002 and Class III directors'
terms will expire at the annual meeting of stockholders to be held in 2003.
Messrs. Fischer, Gilo and Griffin have been designated Class I directors,
Messrs. Broad and Brownstein have been designated Class II directors, and
Messrs. Kaplan and Zimmerman have been designated Class III directors. There
are no family relationships among any of our directors, officers or key
employees.

Board Committees

We have established an audit committee and a compensation committee. The
audit committee reviews our internal accounting procedures and considers and
reports to the board of directors with respect to other auditing and accounting
matters, including the selection of our independent auditors, the scope of
annual audits, fees to be paid to our independent auditors and the performance
of our independent auditors. The audit committee currently consists of Messrs.
Broad, Brownstein and Kaplan. The compensation committee reviews and recommends
to the board of directors the salaries, benefits and stock option grants for
all employees, consultants, directors and other individuals compensated by us.
The compensation committee also administers our stock option and other employee
benefit plans. The compensation committee currently consists of Messrs. Broad
and Zimmerman.

Compensation Committee Interlocks and Insider Participation

Prior to establishing the compensation committee, the board of directors as
a whole performed the functions delegated to the compensation committee. No
member of the board of directors or the compensation committee serves as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of our board of
directors or compensation committee.

Director Compensation

Directors serving on the board of directors do not currently receive any
compensation for serving on the board. Directors are reimbursed for their out-
of-pocket expenses incurred in attending board and committee meetings. In
addition, all directors are eligible to participate in our 2000 Employee and
Consultant Equity Incentive Plan.

In December 1999, the board of directors granted options to purchase 15,000
shares of our common stock to each of Messrs. Broad and Brownstein and an
option to purchase 75,000 shares of our common stock to Mr. Fischer, in each
case at an exercise price of $0.83 per share.

In June 1999, the board of directors granted an option to purchase 75,000
shares of our common stock to Mr. Zimmerman and an option to purchase 66,000
shares of our common stock to Mr. Fischer, in each case at an exercise price of
$0.50 per share.

In February 2000, the board of directors granted options to purchase 22,500
shares of our common stock to each of Messrs. Broad, Brownstein, Fischer,
Griffin, Kaplan and Zimmerman, in each case at an exercise price of $1.87 per
share.

44
<PAGE>

Executive Compensation

The following table sets forth the compensation earned, awarded or paid for
services rendered to us in all capacities for the fiscal year ended December
31, 1999, by our Chief Executive Officer, our former Chief Executive Officer
and our two next most highly compensated executive officers who earned more
than $100,000 in salary and bonus during the fiscal year ended December 31,
1999. These executives are referred to collectively as the named executive
officers elsewhere in this prospectus.

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------------- ----------------------------
Securities
Name and Principal Salary All Other Annual Underlying All Other
Position ($) Bonus ($) Compensation ($) Options (#) Compensation ($)
------------------ -------- --------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Davidi Gilo............. $175,000(1) -- -- 975,000 --
Chairman of the Board
and Chief Executive
Officer
Stephen P. Pezzola...... 140,000(2) -- -- 193,500 --
General Counsel
Menashe Shahar.......... 122,370 $20,420 $17,739(3) 255,000 $28,043(4)
Vice President,
Engineering and
Chief Technical Officer
Shaul Berger(5)......... 96,200 -- -- -- --
Former Chief Executive
Officer
</TABLE>
--------
(1) Mr. Gilo's salary for services performed in 1999 has been accrued, and was
paid to Mr. Gilo in 2000.

(2) $52,500 of this amount was paid to Mr. Pezzola in 1999, and $87,500 has
been accrued by Vyyo and was paid to Mr. Pezzola in 2000.

(3) Includes (i) $4,761 reimbursed to Mr. Shahar for taxes on a company
automobile, (ii) $9,978 paid to Mr. Shahar for accrued but unused vacation
time and (iii) $3,000 paid to Mr. Shahar for travel expenses incurred by
Mr. Shahar's wife.

(4) Includes a total of $28,043 paid on behalf of Mr. Shahar to a severance
fund, a pension fund and a risk/disability fund. The amounts held in such
funds on Mr. Shahar's behalf are, generally, payable to him upon the
termination of his employment with Vyyo.

(5) Mr. Berger resigned as Chief Executive Officer in April 1999.

45
<PAGE>

Option Grants in Last Fiscal Year

The following table provides information concerning grants of options to
purchase our common stock made during the fiscal year ended December 31, 1999
to the named executive officers.

<TABLE>
<CAPTION>
Potential Realizable
Potential Value at Assumed
Number of Realizable Annual Rates of Stock
Securities Percent of Value at Appreciation for
Underlying Total Options Initial Public Option Term(3)
Options Granted During Exercise Expiration Offering Price ----------------------
Name Granted(1) Fiscal 1999(2) Price Date of $13.50 5% 10%
---- ---------- -------------- -------- ---------- -------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Davidi Gilo............. 585,000 12.38% $0.50 06/01/04 $7,605,000 $9,786,934 $12,426,503
390,000 8.25 0.83 11/23/04 4,941,300 6,395,922 8,155,635
Stephen P. Pezzola...... 193,500 4.10 0.50 06/01/04 2,515,000 3,237,217 4,110,305
Menashe Shahar.......... 255,000 5.40 0.50 06/01/04 3,315,000 4,266,099 5,416,681
Shaul Berger............ -- -- -- -- -- -- --
</TABLE>
--------
(1) All options were granted pursuant to the 1999 Employee and Consultant
Equity Incentive Plan or the 2000 Employee and Consultant Equity Incentive
Plan.

(2) Based on an aggregate of 4,726,050 options granted to employees, officers,
directors and consultants in fiscal 1999.

(3) All options were granted at an exercise price that was equal to or greater
than the fair market value of our common stock, as determined by the board
of directors on the date of grant. The assumed 5% and 10% rates of stock
appreciation are based on a price of $13.50 per share, which was the price
at which we sold shares of common stock in our initial public offering in
April 2000. Amounts represent hypothetical gains that could be achieved for
the options if exercised at the end of the term. The assumed 5% and 10%
rates of stock price appreciation are provided in accordance with the rules
of the Securities and Exchange Commission and do not represent our estimate
or projection of the future stock price. Actual gains, if any, are
contingent upon the continued employment of the named executive officer
through the expiration date, as well as being dependent upon the general
performance of the common stock. The potential realizable values have not
taken into account amounts required to be paid for federal income taxes.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values

The following table describes for the named executive officers the number
and amount of stock options exercised during fiscal 1999 and securities
underlying unexercised options held at December 31, 1999.

<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Unexercised Options at Value of Unexercised In-the-Money
Acquired on December 31, 1999 Options at December 31, 1999
Exercise Value --------------------------------- ---------------------------------
Name (#) Realized ($) Exercisable (#) Unexercisable (#) Exercisable ($) Unexercisable ($)
---- ----------- ------------ --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Davidi Gilo............. 585,000 195,000 -- -- -- --
390,000 -- -- -- -- --
Stephen P. Pezzola...... 120,000 40,000 73,500 -- 24,500 --
46,500 23,250 -- -- -- --
Menashe Shahar.......... -- -- 30,563 269,438 15,281 92,219
Shaul Berger............ 123,899 61,949 -- -- -- --
</TABLE>

The value realized on exercised options and the value of unexercised in-the-
money options at December 31, 1999 is based on a value of $0.83 per share, the
fair market value of our common stock at December 31, 1999, as determined by
our board of directors, minus the per share exercise price, multiplied by the
number of shares underlying the options.

46
<PAGE>

Stock Option Plans

Amended and Restated 2000 Employee and Consultant Equity Incentive Plan. The
2000 Employee and Consultant Equity Incentive Plan, or 2000 Plan, was adopted
by our board of directors and approved by our stockholders on November 22, 1999
for the benefit of our officers, directors, employees, advisors and
consultants. The 2000 Plan provides for the issuance of stock-based incentive
awards, including stock options, stock appreciation rights, limited stock
appreciation rights, restricted stock, deferred stock, and performance shares.
An award may consist of one arrangement or benefit or two or more of them in
tandem or in the alternative. Under the 2000 Plan, awards covering no more than
80% of the shares reserved for issuance under the plan may be granted to any
participant in any one year. An aggregate of 4,050,000 shares of common stock
was initially reserved for issuance under the 2000 Plan. On February 2, 2000
our board of directors approved an amendment to the 2000 Plan to increase the
total number of shares reserved for issuance under the plan from 4,050,000
shares to 7,500,000 shares, plus an annual increase to be added automatically
on the first day of each fiscal year, commencing in 2001, equal to the lesser
of (1) 1,350,000 shares or (2) 5% of the number of outstanding shares on the
last day of the immediately preceding fiscal year. This amendment was approved
by our stockholders on February 2, 2000.

Each of our non-employee directors elected to the board of directors for the
first time after February 2, 2000 will receive, upon such election, an initial
grant of options to purchase 75,000 shares of common stock at fair market value
on the date of grant. These options will have a 10-year term and will vest over
a four-year period. In addition, each of our non-employee directors will
receive an annual grant of options to purchase 22,500 shares for each year
during such director's term. These options will have a 10-year term and will
vest immediately upon the date of grant. The foregoing award of options will be
granted automatically under the 2000 Plan.

The 2000 Plan may be administered by either our board of directors or any
committee of our board of directors. The board or committee is sometimes
referred to in this prospectus as the plan administrator. The plan
administrator may interpret the 2000 Plan and may prescribe, amend and rescind
rules and make all other determinations necessary or desirable for the
administration of the 2000 Plan. The 2000 Plan permits the plan administrator
to select the officers, directors, employees, advisors and consultants,
including directors who are also employees, who will receive awards and
generally to determine the terms and conditions of those awards.

We may issue two types of stock options under the 2000 Plan: incentive stock
options which are intended to qualify under the Internal Revenue Code, and non-
qualified stock options. The option price of each incentive stock option
granted under the 2000 Plan must be at least equal to the fair market value of
a share of common stock on the date the incentive stock option is granted.

Stock appreciation rights and limited stock appreciation rights may be
granted under the 2000 Plan either alone or in conjunction with all or part of
any stock option granted under the 2000 Plan. A stock appreciation right
granted under the 2000 Plan entitles its holder to receive, at the time of
exercise, an amount per share equal to the excess of the fair market value at
the date of exercise of a share of common stock over a specified price fixed by
the plan administrator. A limited stock appreciation right granted under the
2000 Plan entitles its holder to receive, at the time of exercise, an amount
per share equal to the excess of the change in control price of a share of
common stock over a specified price fixed by the plan administrator. A limited
stock appreciation right may only be exercised within the 30-day period
following a change in control.

Restricted stock, deferred stock and performance shares may be granted under
the 2000 Plan. The plan administrator will determine the purchase price,
performance period and performance goals, if any, with respect to the grant of
restricted stock, deferred stock and performance shares. Participants with
restricted stock and performance shares generally have all of the rights of a
stockholder. With respect to deferred stock, during the deferral period,
subject to the terms and conditions imposed by the plan administrator, the
deferred stock units may be credited with dividend equivalent rights. If the
performance goals and other restrictions are not attained, the participant will
forfeit his or her shares of restricted stock, deferred stock and/or
performance shares.

47
<PAGE>

In the event we merge or consolidate with another entity in which we are not
the surviving corporation, dissolve or liquidate or sell substantially all of
our assets, outstanding awards under the 2000 Plan may be assumed or replaced
by the successor corporation, if any, or its parent. If the successor
corporation or its parent does not assume outstanding awards or substitute
equivalent awards, such awards will automatically become fully vested and
exercisable and be released from any restrictions on transfer and repurchase or
forfeiture right.

The terms of the 2000 Plan provide that the plan administrator may amend,
suspend or terminate the 2000 Plan at any time, provided, however, that some
amendments require approval of our stockholders. Further, no action may be
taken which adversely affects any rights under outstanding awards without the
holder's consent. The 2000 Plan will terminate in 2010.

1999 Employee and Consultant Equity Incentive Plan. The 1999 Employee and
Consultant Equity Incentive Plan, or 1999 Plan, was adopted by our board of
directors on June 4, 1999 and approved by our stockholders on July 15, 1999 for
the benefit of our officers, directors, employees, advisors and consultants.
The 1999 Plan provides for the issuance of stock-based incentive awards,
including stock options, restricted stock and stock bonuses. An aggregate of
2,400,000 shares of common stock has been reserved for issuance under the 1999
Plan. As of August 31, 2000, options to purchase an aggregate of 1,011,750
shares of common stock were outstanding under the 1999 Plan with a weighted-
average exercise price of $0.50. We do not intend to grant any further options
pursuant to the 1999 Plan. The 1999 Plan will automatically terminate in 2009.

The 1999 Plan may be administered by our board of directors or committee of
the board. The board of directors or committee of the board may interpret the
1999 Plan and may prescribe, amend and rescind rules and make all other
determinations necessary or desirable for the administration of the 1999 Plan,
except that some amendments require stockholder approval. In addition, the
board of directors or committee of the board may not take any action which
would harm the rights previously granted under the 1999 Plan without the
holders' consent.

If we merge or consolidate with another entity or if we dissolve, liquidate
or sell substantially all of our assets, outstanding awards under the 1999 Plan
may be assumed or replaced by the successor corporation or its parent. If the
successor corporation or its parent does not assume outstanding awards or
substitute equivalent awards, the awards will terminate.

1996 Equity Incentive Plan. The 1996 Equity Incentive Plan, or 1996 Plan,
was adopted by our board of directors on March 25, 1996 and approved by our
stockholders on April 5, 1996 for the benefit of our officers, directors,
employees, advisors and consultants. The 1996 Plan provides for the issuance of
stock-based incentive awards, including stock options, restricted stock and
stock bonuses. An aggregate of 330,000 shares of common stock was initially
reserved for issuance under the 1996 Plan. On May 13, 1998, our board of
directors adopted, and on June 23, 1998 our stockholders approved, an amendment
to the 1996 Plan to increase the total number of shares reserved for issuance
under the plan from 330,000 to 480,000 shares. As of August 31, 2000, options
to purchase an aggregate of 209,115 shares of common stock with a weighted-
average exercise price of $0.33 were outstanding under the 1996 Plan. We do not
intend to grant any further options pursuant to the 1996 Plan. The 1996 Plan
will automatically terminate in 2006.

The 1996 Plan may be administered by our board of directors or a committee
of the board. The board of directors or committee of the board may interpret
the 1996 Plan and may prescribe, amend and rescind rules and make all other
determinations necessary or desirable for the administration of the 1996 Plan,
except that some amendments require stockholder approval. In addition, the
board of directors or committee of the board may not take any action which
would harm the rights previously granted under the 1996 Plan without the
holders' consent.

If we merge or consolidate with another entity or if we dissolve, liquidate
or sell substantially all of our assets, outstanding awards under the 1996 Plan
may be assumed or replaced by the successor corporation or its

48
<PAGE>

parent. If the successor corporation or its parent does not assume outstanding
awards or substitute equivalent awards, the awards will terminate.

2000 Employee Stock Purchase Plan

On February 2, 2000, the board of directors adopted and our stockholders
approved our 2000 Employee Stock Purchase Plan, or Purchase Plan, which allows
eligible employees to purchase our common stock at a discount from fair market
value. A total of 750,000 shares of our common stock, plus an annual increase
to be added automatically on the first day of our fiscal year, commencing in
2001, equal to the lesser of (a) 300,000 shares or (b) 1% of the number of
outstanding shares on the last trading day of the immediately preceding fiscal
year has been reserved for issuance under the Purchase Plan.

The Purchase Plan will be administered by our board of directors, or a
specifically designated committee of the board of directors. The board or
committee is sometimes referred to in this prospectus as the plan
administrator. The plan administrator may interpret the Purchase Plan and,
subject to its provisions, may prescribe, amend and rescind rules and make all
other determinations necessary or desirable for the administration of the
Purchase Plan.

The Purchase Plan contains consecutive, overlapping 24-month offering
periods. Each offering period includes four purchase periods. The offering
periods generally commence on the first trading day on or after May 15 and
November 15 of each year and end on the last trading day on the date twenty-
four months later; provided, however, that the first offering period under the
Purchase Plan commenced on April 10, 2000 and ends on the last trading day on
or before May 14, 2002.

Employees are eligible to participate if they are employed by us or any
participating subsidiary for at least 20 hours per week and more than five
months in any calendar year. However, an employee may not be granted the right
to purchase stock under the Purchase Plan if the employee (a) immediately after
the grant would own stock possessing 5% or more of the total combined voting
power or value of all classes of our capital stock, or (b) holds rights to
purchase stock under any of our employee stock purchase plans that together
accrue at a rate which exceeds $25,000 worth of stock for each calendar year.
The Purchase Plan permits each employee to purchase common stock through
payroll deductions of up to 15% of the employee's compensation. The maximum
number of shares an employee may purchase during a single offering period is
15,000 shares.

Amounts deducted and accumulated by the employee are used to purchase shares
of common stock at the end of each purchase period. The price of the common
stock offered under the Purchase Plan is an amount equal to 85% of the lower of
the fair market value of the common stock at the beginning of each offering
period or at the end of each purchase period. In the event the fair market
value at the end of a purchase period is less than the fair market value at the
beginning of the corresponding offering period, the participants of the
affected offering period will be withdrawn from such offering period following
exercise of their options and automatically re-enrolled in a new offering
period. Employees may end their participation in the Purchase Plan at any time
during an offering period, in which event, any amounts withheld through payroll
deductions and not otherwise used to purchase shares will be returned to them.
Participation ends automatically upon termination of employment with us.

Rights granted under the Purchase Plan are not transferable by an employee
other than by will or the laws of descent and distribution. The Purchase Plan
provides that, in the event of a merger, consolidation, reorganization,
recapitalization, stock dividend or other change in corporate structure
affecting the number of issued shares of our common stock, the plan
administrator will conclusively determine the appropriate equitable
adjustments. The Purchase Plan will terminate in 2010. Our board of directors
has the authority to amend or terminate the Purchase Plan, except that no
amendment or termination may adversely affect any outstanding rights under the
Purchase Plan.

49
<PAGE>

Employment Agreements

We have entered into employment agreements with each of Messrs. Gilo,
Corwin, Shahar, Pezzola, Pilovsky and Kohavi. Each of the agreements with
Messrs. Gilo, Corwin, Shahar and Pezzola became effective as of January 1,
2000, and provide for three-year terms that will automatically renew for
consecutive one-year extensions, unless terminated by either party upon written
notice. Mr. Pilovsky's agreement became effective on January 16, 2000 and
provides for a three-year term that will automatically renew for consecutive
one-year extensions, unless terminated by either party upon written notice.

Under Mr. Gilo's agreement, he is entitled to receive an annual base salary
equal to $350,000 and an annual bonus, payable according to the following
schedule:

. if we meet 80% of our annual business plan, Mr. Gilo's bonus payment will
be equal to 15% of his annual base salary;

. if we meet 100% of our annual business plan, Mr. Gilo's bonus payment
will be equal to 50% of his annual base salary; and

. if we meet 120% of our plan, Mr. Gilo's bonus payment will be equal to
90% of his annual base salary.

In addition, Mr. Gilo will also be entitled to a discretionary bonus, as
determined by our board of directors or the compensation committee. Mr. Gilo is
required to devote at least 30 hours per week to the business of Vyyo under his
employment agreement.

If Mr. Gilo's employment is terminated by us without cause, he will be
entitled to a severance payment equal to the greater of (a) the full amount of
the compensation that he would have been paid under his employment agreement or
(b) 18 months of his then-current base salary. If Mr. Gilo's employment is
terminated by us with cause, in exchange for a release of any claims Mr. Gilo
may have against us, he will be entitled to a severance payment equal to three
months of his then-current base salary. If Mr. Gilo terminates his employment
with us, he will be entitled to a severance payment equal to nine months of his
then-current base salary. If after the initial three-year term Mr. Gilo's
employment is not renewed, he will be entitled to severance payments equal to
18 months of his then current base salary in exchange for a release of any
claims he may have against us. Mr. Gilo will remain as a full-time employee
during any period he is receiving severance pay and his options will continue
to vest during that period.

Under Mr. Corwin's agreement, he is entitled to receive an annual base
salary equal to $225,000 and an annual bonus, payable according to the
following schedule:

. if we meet 80% of our annual business plan, Mr. Corwin's bonus payment
will be equal to 15% of his annual base salary;

. if we meet 100% of our annual business plan, Mr. Corwin's bonus payment
will be equal to 50% of his annual base salary, with the bonus pro rated
if the plan is met between 80% and 100% or between 100% and 120%; and

. if we meet 120% of our plan, Mr. Corwin's bonus payment will be equal to
90% of his annual base salary.

In addition, Mr. Corwin will also be entitled to a discretionary bonus, as
determined by our board of directors or the compensation committee.

If Mr. Corwin's employment is terminated by us without cause, he will be
entitled to a severance payment equal to the greater of (a) the full amount of
the compensation that he would have been paid under his employment agreement or
(b) six months of his then-current base salary. If Mr. Corwin's employment is
terminated by us with cause, in exchange for a release as to any and all claims
Mr. Corwin may have against us, he will be entitled to a severance payment
equal to three months of his then-current base salary. If

50
<PAGE>

Mr. Corwin terminates his employment with us, he will be entitled to a
severance payment equal to three months of his then-current base salary. If
after the initial three-year term, Mr. Corwin's employment is not renewed, he
will be entitled to a severance payment equal to 18 months of his then current
base salary in exchange for a release of any claims he may have against us. Mr.
Corwin will remain as a full-time employee during any period he is receiving
severance pay and his options will continue to vest during that period.

Under Mr. Shahar's agreement, he is entitled to receive a monthly salary
equal to 50,000 NIS, or approximately $12,500, with adjustments every six
months based on increases in the Israeli consumer price index. Mr. Shahar is
also entitled to receive an annual bonus, payable according to the following
schedule:

. if we meet 80% of our annual business plan, Mr. Shahar's bonus payment
will be equal to 15% of his annual base salary;

. if we meet 100% of our annual business plan, Mr. Shahar's bonus payment
will be equal to 50% of his annual base salary, with the bonus pro rated
if the plan is met between 80% and 100% or between 100% and 120%; and

. if we meet 120% of our plan, Mr. Shahar's bonus payment will be equal to
90% of his annual base salary.

In addition, Mr. Shahar will also be entitled to a discretionary bonus, as
determined by our board of directors or the compensation committee.

We also contribute to a "Manager's Insurance" policy on behalf of Mr. Shahar
in an amount equal to 15.83% of his salary and to a continuing education fund
in an amount equal to 7.5% of his salary. If Mr. Shahar's employment is
terminated by us without cause, he is entitled to the amounts accumulated in
his Manager's Insurance policy and education fund. In addition, if Mr. Shahar's
employment is terminated by us without cause, or if after the initial three
year term, Mr. Shahar's employment is not renewed, he will be entitled to a
prior notice payment equal to the greater of (a) the full amount of the
compensation that he would have been paid under his employment agreement or (b)
six months of his then-current base salary. If Mr. Shahar's employment is
terminated by us with cause, in exchange for a release as to any and all claims
Mr. Shahar may have against us, he will be entitled to a prior notice payment
equal to three months of his then-current base salary. If Mr. Shahar terminates
his employment with us, he will not be entitled to any prior notice payment.
Mr. Shahar will remain as a consultant during any period he is receiving prior
notice pay.

Under Mr. Pezzola's agreement, he is entitled to receive an annual base
salary equal to $202,500, a bonus in the amount of $25,000 upon the successful
completion of this offering and an annual bonus, payable according to the
following schedule:

. if we meet 80% of our annual business plan, Mr. Pezzola's bonus payment
will be equal to 15% of his annual base salary;

. if we meet 100% of our annual business plan, Mr. Pezzola's bonus payment
will be equal to 50% of his annual base salary; and

. if we meet 120% of our plan, Mr. Pezzola's bonus payment will be equal to
90% of his annual base salary, with the bonus pro rated if the plan is
met between 80% and 100% or between 100% and 120%.

In addition, Mr. Pezzola will also be entitled to a discretionary bonus, as
determined by our board of directors or the compensation committee. Mr. Pezzola
is required to devote at least 30 hours per week to the business of Vyyo under
his employment agreement.

If Mr. Pezzola's employment is terminated by us without cause, he will be
entitled to a severance payment equal to the greater of (a) the full amount of
the compensation that he would have been paid under his employment agreement or
(b) nine months of his then-current base salary. If Mr. Pezzola's employment is
terminated by us with cause, in exchange for a release as to any and all claims
Mr. Pezzola may have against

51
<PAGE>

us, he will be entitled to a severance payment equal to three months of his
then-current base salary. If Mr. Pezzola terminates his employment with us, he
will be entitled to a severance payment equal to three months of his then-
current base salary. If after the initial three-year term, Mr. Pezzola's
employment is not renewed, he will be entitled to a severance payment equal to
nine months of his then current base salary in exchange for a release of any
claims he may have against us. Mr. Pezzola will remain as a full-time employee
during any period he is receiving severance pay and his options will continue
to vest during that period.

Under Mr. Pilovsky's agreement, he is entitled to receive an annual base
salary equal to $250,000, and an annual bonus, payable according to the
following schedule:

. if we meet 80% of our annual business plan, Mr. Pilovsky's bonus payment
will be equal to 15% of his annual base salary;

. if we meet 100% of our annual business plan, Mr. Pilovsky's bonus payment
will be equal to 50% of his annual base salary; and

. if we meet 120% of our plan, Mr. Pilovsky's bonus payment will be equal
to 90% of his annual base salary, with the bonus prorated if the plan is
met between 80% and 100% or between 100% and 120%.

In addition, Mr. Pilovsky will also be entitled to a discretionary bonus, as
determined by our board of directors or the compensation committee.

If Mr. Pilovsky's employment is terminated by us without cause, he will be
entitled to a severance payment equal to the greater of (a) the full amount of
the compensation that he would have been paid under his employment agreement or
(b) six months of his then-current base salary. If Mr. Pilovsky's employment is
terminated by us with cause, in exchange for a release as to any and all claims
Mr. Pilovsky may have against us, he will be entitled to a severance payment
equal to three months of his then-current base salary. If Mr. Pilovsky
terminates his employment with us, he will not be entitled to a severance
payment. If after the initial three-year term, Mr. Pilovsky's employment is not
renewed, he will be entitled to a severance payment equal to six months of his
then current base salary in exchange for a release of any claims he may have
against us. Mr. Pilovsky will remain as a full-time employee during any period
he is receiving severance pay and his options will continue to vest during that
period.

We have also entered into an employment agreement with Mr. Kohavi. His
agreement became effective on November 22, 1999, and provides for an 18 month
term that will automatically renew for consecutive six-month extensions, unless
terminated by either party by written notice. Under Mr. Kohavi's agreement, he
is entitled to receive an annual base salary equal to $155,000 and an annual
bonus, payable according to the following schedule:

. if we meet 80% of our annual business plan, Mr. Kohavi's bonus payment
will be equal to 25% of his annual base salary;

. if we meet 100% of our annual business plan, Mr. Kohavi's bonus payment
will be equal to 75% of his annual base salary; and

. if we meet 120% of our plan, Mr. Kohavi's bonus payment will be equal to
125% of his annual base salary, with the bonus prorated if the plan is
met between 80% and 100% or between 100% and 120%.

In addition, Mr. Kohavi will also be entitled to participate in each bonus plan
adopted by our board of directors.

If Mr. Kohavi's employment is terminated by us without cause, he will be
entitled to a severance payment equal to the lesser of (a) the full amount of
the compensation that he would have been paid under his employment agreement or
(b) six months of his then-current base salary. If after the initial 18-month
term, Mr. Kohavi's employment is not renewed, he will be entitled to a
severance payment equal to six months of his then current base salary in
exchange for a release of any claims he may have against us.

52
<PAGE>

Limitation of Liability and Indemnification

Our certificate of incorporation limits the liability of our directors to
the maximum extent permitted by Delaware law. Delaware law provides that
directors will not be personally liable for monetary damages for breach of
their fiduciary duties as directors, except liability for:

. any breach of their duty of loyalty to the corporation or its
stockholders;

. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. unlawful payments of dividends or unlawful stock repurchases or
redemptions; or

. any transaction from which the director derived an improper personal
benefit.

This provision will have no effect on any non-monetary remedies that may be
available to us or our stockholders, nor will it relieve us or other officers
or directors from compliance with federal or state securities laws.

Our certificate of incorporation and bylaws also generally provide that we
will indemnify, to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law, any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit,
investigation, administrative hearing or any other proceeding by reason of the
fact that he or she is or was a director or officer of ours, or is or was
serving at our request as a director, officer, employee or agent of another
entity, against expenses incurred by him or her in connection with that
proceeding. An officer or director will not be entitled to indemnification by
us if:

. the officer or director did not act in good faith and in a manner
reasonably believed to be in, or not opposed to, our best interests; or

. with respect to any criminal action or proceeding, the officer or
director had reasonable cause to believe his or her conduct was unlawful.

In addition, we have entered into indemnification agreements with our
directors containing provisions which may require us, among other things, to
indemnify our directors against various liabilities that may arise by virtue of
their status or service as directors and to advance their expenses incurred as
a result of any proceeding against them as to which they could be indemnified.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling Vyyo pursuant to the
foregoing provisions or otherwise, Vyyo has been informed 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.

At the present time, there is no pending litigation or proceeding involving
any director, officer, employee or agent of Vyyo which indemnification will be
required or permitted. We are not aware of any threatened litigation or
proceeding which may result in a claim for such indemnification.

53
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since February 1, 1997, there has not been, nor is there currently proposed,
any transaction or series of similar transactions to which we were or are to be
a party in which the amount involved exceeds $60,000 and in which any director,
executive officer or holder of more than 5% of our common stock, or an
immediate family member of any of the foregoing, had or will have a direct or
indirect interest other than:

. compensation arrangements that are described where required under
"Management," and

. the transactions described below.

All references to shares of common stock reflect our 1-for-5 reverse stock
split effected on January 3, 2000 and our 3-for-2 stock split effected on March
14, 2000. Preferred share amounts have not been adjusted for stock splits. All
outstanding shares of preferred stock were automatically converted upon the
closing of our initial public offering in April 2000, on the basis of 0.6 of a
share of common stock for each share of Series A preferred stock and 0.3 of a
share of common stock for each share of Series B and Series C preferred stock.

Sales of Stock

In December 1999, we sold 60,000 shares of common stock at a purchase price
of $0.83 per share in cash, to each of our directors, Lewis Broad, Neill
Brownstein, Avraham Fischer, Davidi Gilo, John Griffin, Samuel Kaplan and Alan
Zimmerman.

On December 28, 1999, we sold 178,571 shares of Series C convertible
preferred stock, at a purchase price of $0.56 per share in cash, to Arnon
Kohavi, our Senior Vice President, Strategic Relations.

On December 27, 1999, we sold 30,000 shares of common stock at $0.50 per
share to Avraham Fischer upon exercise of a warrant.

On August 31, 1999, we sold 9,172,010 shares of Series C convertible
preferred stock at a purchase price of $0.54 per share in cash, to ADC
Telecommunications, Inc., a principal stockholder of Vyyo.

On May 31, 1999, we sold 8,929,656 shares of common stock, at a purchase
price of $0.50 per share, to the Gilo Family Partnership, of which 2,929,656
shares were purchased in exchange for the cancellation of promissory notes
issued by us to the partnership, in the aggregate principal amount of
$1,435,000 plus accrued interest, and 6,000,000 shares were purchased in
exchange for the issuance by the partnership of a promissory note in the
principal amount of $3,000,000. The note was due on the earlier of demand or
April 22, 2000, and bore interest at a rate of 9% per annum. The note was
secured by the purchased shares. The note was repaid in full and cancelled in
February 2000.

On May 31, 1999, we sold 50,001 shares of common stock, at a purchase price
of $0.50 per share in cash, to the Samuel Kaplan/Ralph Strangis Investment
Partnership, an affiliate of Samuel L. Kaplan.

On December 1, 1998, we sold shares of Series B preferred stock, at a
purchase price of $1.00 per share in cash, to the following investors, among
others:

<TABLE>
<CAPTION>
Number
of
Name Shares
---- -------
<S> <C>
Gilo Family Partnership.............................................. 50,000
Adi, Elad and Yael Gilo DSP Tel Trusts............................... 150,000
Kaplan/Strangis Investment Partnership............................... 7,632
Michael Corwin....................................................... 8,104
Pezzola-Foster Trust................................................. 4,000
Alan Zimmerman....................................................... 12,000
</TABLE>

54
<PAGE>

In connection with this offering, we issued warrants to purchase up to the
number of shares of common stock equal to the sum of the number of shares of
Series B preferred stock each of these investors purchased multiplied by 0.6.
These warrants have terminated in accordance with their terms.

On September 28, 1998, we sold common stock, at a purchase price of $0.67
per share in cash, to the following investors, among others:

<TABLE>
<CAPTION>
Name Number of Shares
---- ----------------
<S> <C>
Pezzola-Foster Trust........................................ 11,250
Alan Zimmerman.............................................. 30,000
</TABLE>

On September 28, 1998, we sold 1,517,741 shares of common stock, at a
purchase price of $0.67 per share, to the Gilo Family Partnership. All of this
common stock was purchased in exchange for cancellation of promissory notes
issued by us to the partnership.

In March and April 1997, we sold shares of common stock at a price of $1.63
per share in cash, and Series A preferred stock at a price of $8.97 in cash, to
the following persons.

<TABLE>
<CAPTION>
Number of Number of
Name Common Shares Preferred Shares
---- ------------- ----------------
<S> <C> <C>
The Davidi and Shamaya Gilo Trust........... 1,556 2,593
Pezzola-Foster Trust........................ 1,500 2,500
PhaseCom Investor Group Limited Partnership
No. 2...................................... 79,749 132,913
Avraham Fischer............................. 2,250 3,750
</TABLE>

Convertible Note and Warrant Financings

On June 30, 1998, we issued unsecured promissory notes, which were
convertible into shares of common stock, and warrants to purchase common stock,
to the following investors, among others. The notes were due on June 30, 1999
and bore interest at a rate of 8% per annum. The notes were convertible into
shares of common stock at a conversion price equal to $5.00 if the note
converted before September 15, 1998, or if converted after September 15, 1998,
the greater of $5.00 or one third of the per share price of our common stock
resulting from either an initial public offering of our common stock or a
merger with another entity. In August 1999, we amended these notes so that they
became convertible into common stock at $0.83 per share. The warrants were
originally convertible into the number of shares of common stock equal to the
sum of the principal amount of the noteholder's note that we issued to it on
June 30, 1998 multiplied by .35 divided by the conversion price of the note. In
November 1999, the warrants were amended to fix the exercise price at $5.00 per
share and to fix the number of shares for which the warrants were exercisable
into the number of shares set forth below. In December 1999, the warrants were
amended to reduce the exercise price to $1.87 per share.

In consideration for the note issued to the Gilo Family Partnership, the
Partnership paid us $500,000 in cash, and we canceled the promissory notes
dated September 30, 1997, April 3, 1998 and May 8, 1998 in the aggregate
principal amount of $1,799,117, previously issued by us to the Partnership.

<TABLE>
<CAPTION>
Name Principal Amount of Note Warrant Shares
---- ------------------------ --------------
<S> <C> <C>
Gilo Family Partnership............ $2,875,556 201,290
Samuel Kaplan/Ralph Strangis
Investment Partnership............ $ 34,201 2,394
Alan Zimmerman..................... $ 26,052 1,824
Michael Corwin..................... $ 36,772 2,574
Pezzola-Foster Trust............... $ 15,000 1,050
Avraham Fischer.................... $ 21,723 1,521
</TABLE>

In November 1999, all of these notes were converted into an aggregate of
3,611,162 shares of common stock at a conversion rate of $0.83 per share. In
December 1999, all of these warrants were exercised for a total of 210,651
shares of common stock at an exercise price of $1.87 per share.

55
<PAGE>

On February 26, 1998, we issued unsecured promissory notes, which were
convertible into shares of Series A preferred stock at $15.00 per share, and
warrants to purchase common stock at an exercise price of $9.50 per share, to
the following investors, among others. The notes were due on February 26, 1999
and bore interest at a rate of 8% per annum. In November 1999, these notes were
amended such that they were convertible into shares of common stock at a
conversion rate of $0.83 per share. In December 1999, these warrants were
amended to have an exercise price of $1.87 per share.

<TABLE>
<CAPTION>
Name Principal Amount of Note Warrant Shares
---- ------------------------ --------------
<S> <C> <C>
Gilo Family Partnership............ $417,600 64,800
Adi, Elad and Yael Gilo DSP Tel
Trusts............................ $ 83,520 12,960
Samuel Kaplan/Ralph Strangis
Investment Partnership............ $ 27,840 4,320
Alan Zimmerman..................... $ 27,840 4,320
Michael Corwin..................... $ 27,840 4,320
Neill Brownstein................... $ 55,680 8,640
Pezzola-Foster Trust............... $ 9,280 1,440
</TABLE>

In November 1999, all of these notes were converted into an aggregate of
779,520 shares of common stock at a conversion rate of $0.83 per share. In
December 1999, all of these warrants were exercised for a total of 100,800
shares of common stock at an exercise price of $1.87 per share.

On February 3, 1998, we issued promissory notes, which were convertible into
shares of Series A preferred stock at $15.00 per share, and warrants to
purchase common stock at an exercise price of $9.50 per share, to the following
investors, among others. The notes bore interest at a rate of 8% per annum and
were due on January 31, 1999. In November 1999, these notes were amended such
that they were convertible into shares of common stock at a conversion rate of
$0.83 per share. In December 1999, these warrants were amended to have an
exercise price of $1.87 per share.

<TABLE>
<CAPTION>
Name Principal Amount of Note Warrant Shares
---- ------------------------ --------------
<S> <C> <C>
Gilo Family Partnership............ $129,920 20,160
Adi, Elad and Yael Gilo DSP Tel
Trusts............................ $ 27,840 4,320
Samuel Kaplan/Ralph Strangis
Investment Partnership............ $ 9,280 1,440
Alan Zimmerman..................... $ 9,280 1,440
Michael Corwin..................... $ 9,280 1,440
Neill Brownstein................... $ 37,120 5,760
Pezzola-Foster Trust............... $ 9,280 1,440
</TABLE>

In November 1999, all of these notes were converted into an aggregate of
278,400 shares of common stock at a conversion rate of $0.83 per share. In
December 1999, all of these warrants were exercised for a total of 36,000
shares of common stock at an exercise price of $1.87 per share.

On December 29, 1997, we issued promissory notes, which were convertible
into shares of Series A preferred stock at $15.00 per share, and warrants to
purchase common stock at an exercise price of $9.50 per share, to the following
investors, among others. The notes bore interest at a rate of 8% per annum and
were due on December 31, 1998. In November 1999, these notes were amended such
that they were convertible into shares of common stock at a conversion rate of
$0.83 per share. In December 1999, these warrants were amended to have an
exercise price of $1.87 per share.

<TABLE>
<CAPTION>
Name Principal Amount of Note Warrant Shares
---- ------------------------ --------------
<S> <C> <C>
Gilo Family Partnership............ $148,480 23,040
Adi, Elad and Yael Gilo DSP Tel
Trusts............................ $ 27,840 4,320
Samuel Kaplan/Ralph Strangis
Investment Partnership............ $ 9,280 1,440
Alan Zimmerman..................... $ 9,280 1,440
Michael Corwin..................... $ 9,280 1,440
Avraham Fischer.................... $ 9,280 1,440
</TABLE>

56
<PAGE>

In November 1999, all of these notes were converted into an aggregate of
256,128 shares of common stock at a conversion rate of $0.83 per share. In
December 1999, all of these warrants were exercised for a total of 33,120
shares of common stock at an exercise price of $1.87 per share.

On April 9, 1997, we issued a warrant to purchase 30,750 shares of common
stock, at an exercise price of $1.63 per share, to the Gilo Family Partnership.

Grants of Options

We have granted the following options to our officers and directors:

<TABLE>
<CAPTION>
Name Number of Options Exercise Price Date of Grant
---- ----------------- -------------- -------------
<S> <C> <C> <C>
Michael Corwin................ 240,000 $0.50 06/99
120,000 $0.83 11/99
Menashe Shahar................ 12,000 $2.09* 11/97
30,000 $0.33 12/98
3,000 $1.63* 07/97
Eran Pilovsky................. 300,000 $0.83 01/00
Arnon Kohavi.................. 240,000 $0.83 11/99
Stephen Pezzola............... 22,500 $0.33 10/98
24,000 $1.00* 02/97
Avraham Fischer............... 24,000 $1.00* 02/97
</TABLE>
--------
* In October 1998, these options were repriced to have an exercise price of
$0.33 per share.

Gilo-Related Transactions

In March 1997, the Gilo Family Partnership loaned $250,000 to us. The loan
was evidenced by an unsecured demand promissory note bearing interest at a rate
of 9% per annum. This note was paid in full on April 15, 1997.

On June 25, 1997, the Gilo Family Partnership loaned $200,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at
rate of 9% per annum.

On July 9, 1997, the Gilo Family Partnership loaned $200,000 to us. The loan
was evidenced by an unsecured demand promissory note bearing interest at rate
of 9% per annum.

On July 28, 1997, the Gilo Family Partnership loaned $200,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at
rate of 9% per annum

On August 14, 1997, the Gilo Family Partnership loaned $200,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at
rate of 9% per annum.

On September 30, 1997, the demand promissory notes dated June 25, 1997, July
9, 1997, July 28, 1997 and August 14, 1997, were canceled in exchange for (i)
an unsecured promissory note in the principal amount of $799,117, bearing
interest at a rate of 9% per annum and due on March 31, 1998, and (ii) a
warrant to purchase 158,400 shares of our Common Stock at an exercise price of
$7.92 per share. On June 30, 1998, the September 30, 1997 promissory note was
canceled as partial payment for issuance of an unsecured promissory note in the
principal amount of $2,875,555.50, as described above in this prospectus. In
December 1999, this warrant was amended to have an exercise price of $1.87 per
share. This warrant was exercised in December 1999.

On April 3, 1998, the Gilo Family Partnership loaned $500,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8% per annum. On June 30, 1998, this promissory note was canceled as
partial payment for issuance of the $2,875,555.50 note.

57
<PAGE>

On May 8, 1998, the Gilo Family Partnership loaned $500,000 to us. The loan
was evidenced by an unsecured demand promissory note bearing interest at a rate
of 8% per annum. On June 30, 1998, this note was canceled as partial payment
for issuance of the $2,875,555.50 note.

On August 4, 1998, the Gilo Family Partnership loaned $500,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8% per annum. On September 28, 1998, this note was canceled in exchange
for 758,871 shares of our common stock at a price of $0.67 per share.

On August 28, 1998, the Gilo Family Partnership loaned $500,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8% per annum. On September 28, 1998, this note was canceled in exchange
for 758,871 shares of our common stock at a price of $0.67 per share.

On November 12, 1998, the Gilo Family Partnership loaned $100,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8.5% per annum.

On November 24, 1998, the Gilo Family Partnership loaned $50,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8.5% per annum.

On December 1, 1998, the promissory notes dated November 12, 1998 and
November 24, 1998, in the aggregate principal amount of $150,000, plus accrued
interest, were canceled in exchange for the issuance of 150,404 shares of our
Series B preferred stock at a price of $1.00 per share.

On December 4, 1998, the Gilo Family Partnership loaned $50,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8.5% per annum.

On January 5, 1999, the Gilo Family Partnership loaned $250,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8.5% per annum.

On January 25, 1999, the Gilo Family Partnership loaned $50,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8.5% per annum.

On February 12, 1999, the Gilo Family Partnership loaned $100,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8.5% per annum.

On February 28, 1999, the Gilo Family Partnership loaned $60,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8.5% per annum.

On March 1, 1999, the Gilo Family Partnership loaned $225,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8.5% per annum.

On March 11, 1999, the Gilo Family Partnership loaned $150,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8.5% per annum.

On March 31, 1999, the Gilo Family Partnership loaned $300,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8.5% per annum.

On April 8, 1999, the Gilo Family Partnership loaned $50,000 to us. The loan
was evidenced by an unsecured demand promissory note bearing interest at a rate
of 8.5% per annum.

On April 15, 1999, the Gilo Family Partnership loaned $200,000 to us. The
loan was evidenced by an unsecured demand promissory note bearing interest at a
rate of 8.5% per annum.

On May 31, 1999, the promissory notes dated December 4, 1998, January 5,
1999, January 25, 1999, February 12, 1999, February 28, 1999, March 1, 1999,
March 11, 1999, March 31, 1999, April 8, 1999 and

58
<PAGE>

April 15, 1999, in the aggregate principal amount of $1,435,000, plus accrued
interest, were canceled in exchange for 2,929,656 shares of our common stock at
a price of $0.50 per share.

Other

Avraham Fischer is a senior partner of the law firm of Fischer, Behar, Chen
& Co., which represents us on matters relating to Israeli law. We paid
approximately $109,500 in legal fees to this firm in 1999.

In January 2000, in connection with an exercise of options to purchase
common stock, we lent $249,980 to Eran Pilovsky. Mr. Pilovsky issued a full-
recourse promissory note to us. This note was due on the earlier of January 16,
2003 or the time at which Mr. Pilovsky sells the shares or leaves Vyyo and bore
interest at rate of 6% per annum. The note was secured by the purchased shares.
In June 2000, Mr. Pilovsky repaid to us the full amount of $256,472.63 of
principal and accrued interest under this note.

We sublease our headquarters in Cupertino, California from Zen Research,
Inc. on a month-to-month basis. Zen Research is a wholly owned subsidiary of a
corporation of which Mr. Gilo is a controlling shareholder and the Chairman of
the Board. In addition, Mr. Pezzola is the Vice Chairman of the Board of Zen
Research's parent corporation. The monthly rent under our sublease was $12,000
during 1999 and has been approximately $40,000 during 2000. In addition, in
April 2000, we purchased office furniture and equipment from Zen Research in
the amount of $115,000 in cash.

59
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table indicates information as of June 30, 2000 regarding the
beneficial ownership of our common stock by:

. each person known to the board of directors to own beneficially 5% or
more of our common stock;

. each of our directors;

. the named executive officers;

. all of our directors and executive officers as a group; and

. other selling stockholders.

Information with respect to beneficial ownership has been furnished by each
director, officer, 5% or more stockholder or selling stockholder, as the case
may be. Except as otherwise noted below, the address for each person listed on
the table who is a 5% or more stockholder is c/o Vyyo Inc., 20400 Stevens Creek
Boulevard, 8th Floor, Cupertino, California 95014.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission which generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power or
investment power with respect to those securities and includes shares of common
stock issuable pursuant to the exercise of stock options or warrants that are
immediately exercisable or exercisable within 60 days. Unless otherwise
indicated, the persons or entities identified in this table have sole voting
and investment power with respect to all shares shown as beneficially owned by
them, subject to applicable community property laws.

Percentage ownership calculations are based on 35,788,682 shares of common
stock outstanding as of June 30, 2000. To the extent that any shares are issued
upon exercise of options, warrants or other rights to acquire our capital stock
that are presently outstanding or granted in the future or reserved for future
issuance under our stock plans, there will be further dilution to new public
investors.

60
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS-(CONTINUED)

<TABLE>
<CAPTION>
Percent of Shares
Outstanding
Number of Number of --------------------
Shares Shares Before
Beneficially Being the After the
Name Owned Offered(1) Offering Offering(1)
---- ------------ ---------- -------- -----------
<S> <C> <C> <C> <C>
Directors, Officers and 5%
Stockholders
Davidi Gilo(2)................... 15,417,478 -- 43.1% 40.8%
ADC Telecommunications, Inc...... 2,751,603 275,000 7.7 6.6
P.O. Box 1101
Minneapolis, MN 55440
Stephen P. Pezzola(3)............ 248,203 -- * *
Lewis S. Broad(4)................ 127,665 -- * *
Neill H. Brownstein(5)........... 226,645 -- * *
Avraham Fischer(6)............... 394,740 39,474 1.1 *
John Griffin(7).................. 2,834,103 -- 7.9 6.8
Samuel Kaplan(8)................. 173,118 -- * *
Alan Zimmerman(9)................ 302,143 30,215 * *
Shaul Berger(10)................. 136,523 -- * *
Menashe Shahar(11)............... 113,552 30,080 * *
Michael Corwin................... 313,652 43,366 * *
Eran Pilovsky(12)................ 300,000 30,000 * *
Arnon Kohavi..................... 173,572 29,358 * *
All directors and executive
officers
As a group (12 persons)(13)..... 20,624,871 202,493 56.7 53.8
Other Selling Stockholders
Tom Holdings and Properties
(1993) Ltd...................... 1,015,047 403,762 2.8 1.6
Galran Properties (1993) Ltd..... 1,015,047 403,762 2.8 1.6
Eichut Capital Markets and
Investments (1993) Ltd.......... 676,701 269,176 1.9 1.1
Y. Atai Investments Ltd.......... 253,577 196,267 * *
Hargrave Houston Holdings
Limited......................... 107,265 58,605 * *
Harel Hamishmar Investments
Ltd............................. 86,471 86,471 * *
Arie Zimmerman................... 66,251 12,000 * *
Itzhak and Esther Hoffi.......... 38,856 9,714 * *
David Jaroslawicz................ 36,697 36,697 * *
Yotam Financing Technologies
Ltd............................. 25,792 25,792 * *
Joel and Elizabeth Brauser....... 15,077 5,000 * *
Al-Ben Ltd....................... 11,256 10,002 * *
Meir Leiberman .................. 4,799 4,799 * *
David Gidron..................... 802 201 * *
Mordechai Gazit.................. 259 259 * *
</TABLE>
--------
* Less than 1% of the outstanding shares of common stock.
(1) Assumes no exercise of the underwriters' over-allotment option. The Gilo
Family Foundation, a private not-for-profit charitable foundation, of
which Davidi Gilo and Shamaya Gilo are trustees, intends to grant the
underwriters the right to purchase an additional 100,000 shares to cover
any over-allotments. The number of shares is subject to change as the
allocation between Vyyo and the selling stockholders, and among the
selling stockholders, is not finalized.

61
<PAGE>

(2) Includes (a) 14,362,995 shares held by The Gilo Family Trust, of which
Davidi Gilo and his wife Shamaya Gilo are the trustees, (b) 16,260 shares
held by Harmony Management, Inc. of which Mr. Gilo is the president and of
which Davidi and Shamaya Gilo are the sole stockholders, (c) 3,223 shares
held by the Gilo Group, LLC, a limited liability company of which Mr. Gilo
is a principal owner, and (d) 1,000,000 shares held by the Gilo Family
Foundation, a private not-for-profit charitable foundation of which Davidi
Gilo and Shamaya Gilo are trustees. Davidi and Shamaya Gilo are not
beneficiaries of the Gilo Family Foundation. Excludes 237,998 shares held
in three trusts for the benefit of Mr. Gilo's children, Adi, Elad and Yael
Gilo, as to which Mr. Gilo has no voting or investment power. Mr. Gilo
disclaims beneficial ownership of such shares.
(3) Includes 50,203 shares held in the Pezzola-Foster Trust, of which Stephen
Pezzola and his wife Twila Foster are the trustees. Excludes 42,000 shares
held in two trusts for the benefit of Mr. Pezzola's children, Genevieve
and David Pezzola, as to which Mr. Pezzola has no voting or investment
power. Mr. Pezzola disclaims beneficial ownership of such shares.
(4) Includes 22,500 shares of common stock issuable pursuant to stock options
exercisable within 60 days of June 30, 2000.
(5) Includes 37,500 shares of common stock issuable pursuant to stock options
exercisable within 60 days of June 30, 2000.
(6) Includes 25,152 shares held by Rashifa Management and Holdings Ltd., of
which Mr. Fischer and his wife Vered Fischer are the sole stockholders.
Also includes 247,500 shares of common stock issuable pursuant to stock
options exercisable within 60 days of June 30, 2000. Excludes shares held
by I. Fischer & Co. as trustee, or Fischer, Behar & Co., as trustee, on
behalf of stockholders of Vyyo that are residents of Israel.
(7) Includes 22,500 shares of common stock issuable pursuant to stock options
exercisable within 60 days of June 30, 2000. Also includes 2,751,603
shares held by ADC Telecommunications, of which 275,000 shares are being
offered hereby. Mr. Griffin may be deemed to share voting and investment
power will respect to the shares held and being offered by ADC
Communications. Mr. Griffin disclaims beneficial ownership of these
shares.
(8) Includes 22,500 shares of common stock issuable pursuant to stock options
exercisable within 60 days of June 30, 2000.
(9) Includes 97,500 shares of common stock issuable pursuant to stock options
exercisable within 60 days of June 30, 2000.
(10) Includes 392 shares of common stock issuable pursuant to warrants.
(11) Includes 112,750 shares of common stock issuable pursuant to stock options
exercisable within 60 days of June 30, 2000.

(12) Includes 226,562 shares that are subject to a right of repurchase held by
Vyyo as of August 31, 2000. Also includes 30,000 shares held by the
Pilovsky Children's Trust, of which Mr. Pilovsky and his wife are the
trustees.

(13) Includes 562,750 shares of common stock issuable pursuant to stock options
exercisable within 60 days of June 30, 2000. The number of shares being
offered does not include the shares being sold by ADC Telecommunications.

62
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following description summarizes information regarding our capital
stock. This information is subject in all respects to the applicable provisions
of the Delaware General Corporation Law, our amended and restated certificate
of incorporation and bylaws. The authorized capital stock of Vyyo consists of
200,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000
shares of preferred stock, $0.001 par value per share.

Common Stock

Voting Rights. Each outstanding share of common stock is entitled to one
vote on all matters submitted to a vote of Vyyo's stockholders, including the
election of directors. There are no cumulative voting rights, and therefore the
holders of a plurality of the shares of common stock voting for the election of
directors may elect all of Vyyo's directors standing for election.

Dividends. Holders of common stock are entitled to receive dividends at the
same rate if and when dividends are declared by our board of directors out of
assets legally available for the payment of dividends, subject to preferential
rights of any outstanding shares of preferred stock. Through our subsidiary,
Vyyo Ltd., we participate in the "alternative benefits program" under the
Israeli law for the Encouragement of Capital Investments, 1959, under which we
realize certain tax exemptions. If Vyyo Ltd. distributes a cash dividend to
Vyyo Inc. from income which is tax exempt, it would have to pay corporate tax
at the rate of up to 25% on an amount equal to the amount distributed and the
corporate tax which would have been due in the absence of the tax exemption.

Liquidation. In the event of a liquidation, dissolution or winding up of the
affairs of Vyyo, whether voluntary or involuntary, after payment of the debts
and other liabilities of Vyyo and making provisions for the holders of any
outstanding shares of preferred stock, the remaining assets of Vyyo will be
distributed ratably among the holders of shares of common stock.

Rights and Preferences. The common stock has no preemptive, redemption,
conversion or subscription rights. The rights, powers, preferences and
privileges of holders of common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of preferred
stock that we may designate and issue in the future.

Preferred Stock

The board of directors has the authority, without action by the
stockholders, to provide for the issuance of preferred stock in one or more
classes or series and to designate the rights, preferences and privileges of
each such class or series, which may be greater than the rights of the common
stock. We cannot predict the effect of the issuance of any shares of preferred
stock upon the rights of holders of the common stock until the board of
directors determines the specific rights of the holders of the preferred stock.
However, the effects could include one or more of the following:

. restricting dividends on the common stock;

. diluting the voting power of the common stock;

. impairing the liquidation rights of the common stock; or

. delaying or preventing a change in control of us without further action
by the stockholders.

We have no present plans to issue any shares of preferred stock.

63
<PAGE>

Registration Rights

Upon completion of the offering, the holders of a substantial portion of our
outstanding shares of common stock will be entitled to rights with respect to
the registration of these shares under the Securities Act of 1933, as amended,
or the Securities Act. Under the terms of the registration rights agreements,
if Vyyo proposes to register any of its securities under the Securities Act,
either for its own account or for the account of other security holders
exercising registration rights, these holders are entitled to notice of this
registration and are entitled to include shares of common stock in the
registration. The rights are subject to conditions and limitations, among them
the right of the underwriters of an offering subject to the registration to
limit the number of shares included in the registration. Holders of these
rights may also require Vyyo to file a registration statement under the
Securities Act at its expense with respect to their shares of common stock, and
Vyyo is required to use its best efforts to effect this registration, subject
to conditions and limitations. Furthermore, stockholders with registration
rights may require Vyyo to file additional registration statements on Form S-3,
subject to conditions and limitations.

Delaware Anti-Takeover Law

We are subject to Section 203 of the Delaware General Corporation Law, an
anti-takeover law. Generally, Section 203 of the Delaware General Corporation
Law prohibits a publicly held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless:

. prior to the date of the business combination, the transaction is
approved by the board of directors of the corporation;

. upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder, the interested stockholder owns at
least 85% of the outstanding voting stock of the corporation; or

. on or after the date of the business combination, such business
combination is approved by the board of directors of the corporation and
by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder.

A "business combination" includes mergers, asset sales and other transactions
resulting in a financial benefit to the stockholder. An "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within the three-year period immediately prior to the relevant date, did own)
15% or more of the corporation's outstanding voting stock. The existence of
this provision would be expected to have an anti-takeover effect with respect
to transactions not approved in advance by our board of directors, including
discouraging attempts that might result in a premium over the market price for
the shares of common stock held by stockholders.

Transfer Agent and Registrar

EquiServe Trust Company serves as Transfer Agent and Registrar for our
common stock. Its telephone number is (781) 575-2000.

Listing

Our common stock is quoted on the Nasdaq National Market under the trading
symbol "VYYO."

64
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

After this offering, approximately 37,788,682 shares of common stock will be
outstanding, based on shares outstanding as of June 30, 2000. All of the shares
sold in this offering as well as the 7,762,500 shares sold in our initial
public offering will be freely tradeable except for any shares purchased by
affiliates of Vyyo. The remaining shares of common stock outstanding after this
offering, will be restricted as a result of securities laws or lock-up
agreements. These remaining shares will be available for sale in the public
market as follows:

<TABLE>
<CAPTION>
Number of
Date of Availability for Sale Shares
----------------------------- ----------
<S> <C>
Presently available............................................. 37,760
October 2, 2000................................................. 2,649,171
December 15, 2000............................................... 21,665,913
At various times afterwards upon expiration of applicable
holding periods................................................ 1,673,338
</TABLE>

The shares available for sale on October 2 and December 15, 2000 are
currently subject to a lock-up agreement with Banc of America Securities LLC.
Banc of America Securities LLC may release all or a portion of the shares
subject to these lockup agreements at any time without notice. See
"Underwriting."

In general, under Rule 144, as currently in effect, a person who has
beneficially owned shares of our common stock for at least one year would be
entitled to sell within any three-month period a number of shares that does not
exceed the greater of:

. 1% of the number of shares of common stock then outstanding, which will
equal approximately 336,973 shares immediately after this offering; or

. the average weekly trading volume of the common stock on the Nasdaq
National Market during the four calendar weeks preceding the filing of a
notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sales provisions and
notice requirements and to the availability of current public information about
us.

Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at any time during the 90 days preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years,
including the holding period of any prior owner other than an affiliate, is
entitled to sell the shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144.

Rule 701, as currently in effect, permits resales of shares in reliance upon
Rule 144 but without compliance with certain restrictions, including the
holding period requirement, of Rule 144. Any of our employees, officers,
directors or consultants who purchased shares under a written compensatory plan
or contract may be entitled to rely on the resale provisions of Rule 701. Rule
701 permits affiliates to sell their Rule 701 shares under Rule 144 without
complying with the holding period requirements of Rule 144. Rule 701 further
provides that non-affiliates may sell their shares in reliance on Rule 144
without having to comply with the holding period, public information, volume
limitation or notice provisions of Rule 144. All holders of Rule 701 shares are
required to wait until 90 days after the date of this prospectus before selling
their shares. However, substantially all Rule 701 shares are subject to lock-up
agreements and will only become eligible for sale at the earlier of the
expiration of the 180-day lock-up agreements or no sooner than 90 days after
the offering upon obtaining the prior written consent of Banc of America
Securities LLC.

We filed a registration statement registering shares of common stock subject
to outstanding options or reserved for future issuance under our stock plans.
As of June 30, 2000, options to purchase a total of 3,201,109 shares were
outstanding under our stock option plans of which 320,938 are issued shares
that are subject to a right of repurchase held by Vyyo. Common stock issued
upon exercise of outstanding vested options, other than common stock issued to
our affiliates, is available for immediate resale in the open market.

65
<PAGE>

UNDERWRITING

We and the selling stockholders are offering the shares of common stock
described in this prospectus through a number of underwriters. Banc of America
Securities LLC, CIBC World Markets Corp., Dain Rauscher Incorporated, Needham &
Company, Inc. and WR Hambrecht + Co., LLC are the representatives of the
underwriters. We and the selling stockholders will enter into an underwriting
agreement with the representatives. According to the terms and conditions of
the underwriting agreement, we and the selling stockholders have agreed to sell
to the underwriters, and each of the underwriters has agreed to purchase, the
number of shares of common stock listed next to its name in the following
table:

<TABLE>
<CAPTION>
Number of
Underwriter Shares
----------- ---------
<S> <C>
Banc of America Securities LLC.....................................
CIBC World Markets Corp............................................
Dain Rauscher Incorporated.........................................
Needham & Company, Inc.............................................
WR Hambrecht + Co., LLC............................................

---------
Total.......................................................... 4,000,000
=========
</TABLE>

The underwriters initially will offer shares to the public at the price
specified on the cover page of this prospectus. The underwriters may allow to
some dealers a concession of not more than $ per share. The underwriters also
may allow, and any other dealers may reallow, a concession of not more than $
per share to some other dealers. If all the shares are not sold at the initial
public offering price, the underwriters may change the offering price and the
other selling terms. The common stock is offered under a number of conditions,
including:

. receipt and acceptance of our common stock by the underwriters, and

. the right to reject orders in whole or in part.

We have granted an option to the underwriters to buy up to 300,000
additional shares of common stock, and certain of the selling stockholders have
granted an option to the underwriters to buy up to 300,000 additional shares of
common stock. These additional shares would cover sales of shares by the
underwriters which exceed the number of shares specified in the table above.
The underwriters have 30 days to exercise this option. If the underwriters
exercise this option, they will each purchase additional shares approximately
in proportion to the amounts specified in the table above.

The expenses of the offering that are payable by us are estimated to be
$1,000,000.

We, the selling stockholders, and our officers and directors have entered
into lock-up agreements with the underwriters. Under those agreements, we and
those holders of stock and options may not dispose of or hedge any common stock
or securities convertible into or exchangeable for shares of common stock.
These restrictions will be in effect for a period of 90 days after the date of
this prospectus for our officers and directors, and until December 15, 2000 for
the selling stockholders. At any time and without notice, Banc of America
Securities LLC may, in its sole discretion, release all or some of the
securities from these lock-up agreements.

We and the selling stockholders will indemnify the underwriters against some
liabilities, including some liabilities under the Securities Act and the
selling stockholders. If we are unable to provide this indemnification, we will
contribute to payments the underwriters may be required to make in respect of
those liabilities.

The shares of common stock are listed on the Nasdaq National Market under
the symbol "VYYO."

66
<PAGE>

In connection with this offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include:

. short sales,

. stabilizing transactions, and

. purchase to cover positions created by short sales.

Short sales involve the sale by the underwriters of a greater number of
shares than they are required to purchase in this offering. Stabilizing
transactions consist of bids or purchases made for the purpose of preventing or
retarding a decline in the market price of the common stock while this offering
is in progress. The underwriters also may impose a penalty bid. This means that
if the representatives purchase shares in the open market in stabilizing
transactions or to cover short sales, the representatives can require the
underwriters that sold those shares as part of this offering to repay the
underwriting discount received by them.

The underwriters may engage in activities that stabilize, maintain or
otherwise affect the price of the common stock, including:

. over-allotment,

. stabilization,

. syndicate covering transactions, and

. imposition of penalty bids.

As a result of these activities, the price of the common stock may be higher
than the price that otherwise might exist in the open market. If the
underwriters commence these activities, they may discontinue them at any time.
The underwriters may carry out these transactions on the Nasdaq National
Market, in the over-the-counter market or otherwise.

A limited number of shares allocated to W.R. Hambrecht + Co., LLC will be
distributed in this offering through the use of the Internet. W.R. Hambrecht +
Co., LLC will post on its Web site (www.wrhambrecht.com) a brief description of
the offering. Visitors to this Web site will have access to the preliminary
prospectus by links on the Web site. W.R. Hambrecht + Co., LLC will accept
conditional offers to purchase shares from account holders that are determined
eligible to participate. In the event that the demand for shares exceeds the
amount of shares allocated to it, W.R. Hambrecht + Co., LLC will allocate
shares to individual and institutional account holders in accordance with the
following criteria: trading history of the account with respect to public
offerings, post-offering activity in previous offerings and tenure of the
account.

W.R. Hambrecht + Co., LLC is an investment banking firm formed as a limited
liability company in February 1998. In addition to this offering, W.R.
Hambrecht + Co., LLC has engaged in the business of public and private equity
investing and financial advisory services since its inception. The chairman and
chief executive officer of W.R. Hambrecht + Co., LLC, William R. Hambrecht, has
40 years of experience in the securities industry.

From time to time, Banc of America Securities LLC has provided financial
advisory services to Vyyo and may continue to do so in the future.

67
<PAGE>

LEGAL MATTERS

The validity of the shares of common stock being offered will be passed upon
for us by Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto, California. A
partner at Skadden, Arps beneficially owns 65,342 shares of common stock.
Certain other legal matters in connection with this offering will be passed
upon for us by Bay Venture Counsel, LLP. Three partners and one of counsel at
Bay Venture Counsel beneficially own an aggregate of 206,828 shares of common
stock. Certain matters of Israeli law will be passed upon for us by Fischer,
Behar, Chen & Co., Tel Aviv, Israel. Avraham Fischer, a partner at Fischer,
Behar, Chen and a director of Vyyo, beneficially owns 394,740 shares of common
stock and is offering 39,474 of these shares in this offering. Certain legal
matters in connection with this offering will be passed upon for the
underwriters by Wilson, Sonsini, Goodrich & Rosati, San Francisco, California.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements at December 31, 1998 and 1999, and for the three years in
the period ended December 31, 1999, as set forth in their report. We have
included our financial statements in the prospectus and elsewhere in the
registration statement in reliance on Ernst & Young LLP's report, given upon
the authority of such firm as experts in accounting and auditing.

AVAILABLE INFORMATION

We filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the shares of
common stock being offered. This prospectus does not contain all of the
information described in the registration statement and the related exhibits
and schedules. For further information with respect to Vyyo and the common
stock being offered, reference is made to the registration statement and the
related exhibits and schedule. A copy of the registration statement and the
related exhibits and schedule may be inspected without charge at the public
reference facilities maintained by the Commission in Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New
York 10048, and copies of all or any part of the registration statement may be
obtained from these offices upon the payment of the fees prescribed by the
Commission. Information on the operation of the Public Reference Room may be
obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains
a World Wide Web site that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission. The address of the site is http: //www.sec.gov.

Vyyo intends to provide its stockholders with annual reports containing
combined financial statements audited by an independent accounting firm and
quarterly reports containing unaudited combined financial data for the first
three quarters of each year.

68
<PAGE>

VYYO INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
<S> <C>
Report of Ernst & Young LLP, Independent Auditors......................... F-2
Consolidated Balance Sheets as of December 31, 1998 and 1999.............. F-3
Consolidated Statements of Operations for the years ended December 31,
1997, 1998 and 1999...................................................... F-4
Consolidated Statements of Stockholders' Equity (Net Capital Deficiency)
for the years ended December 31, 1997, 1998 and 1999..................... F-5
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1998 and 1999...................................................... F-6
Notes to Consolidated Financial Statements................................ F-7
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1999 AND 2000
<S> <C>
Condensed Consolidated Balance Sheets as of December 31, 1999 and June 30,
2000 (Unaudited)......................................................... F-18
Condensed Consolidated Statements of Operations for the six months ended
June 30, 1999 and 2000, (Unaudited)...................................... F-19
Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 1999 and 2000 (Unaudited)....................................... F-20
Notes to Condensed Consolidated Financial Statements -- June 30, 2000
(unaudited).............................................................. F-21
</TABLE>

F-1
<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders

Vyyo Inc.

We have audited the accompanying consolidated balance sheets of Vyyo Inc. as
of December 31, 1998 and 1999, and the related consolidated statements of
operations, stockholders' equity (net capital deficiency) and cash flows for
each of the three years in the period ended December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Vyyo Inc. at
December 31, 1998 and 1999, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended December 31,
1999, in conformity with generally accepted accounting principles in the United
States.

/s/ Ernst & Young LLP

San Jose, California
January 28, 2000

F-2
<PAGE>

VYYO INC.

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

<TABLE>
<CAPTION>
December 31,
------------------
1998 1999
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................ $ 131 $ 5,036
Accounts receivable (including a related party customer
balance of $237 in 1999), net of allowance for doubtful
accounts of $187 and $176 in 1998 and 1999,
respectively............................................ 247 583
Inventory................................................ 1,644 1,132
Other.................................................... 348 517
-------- --------
Total current assets................................... 2,370 7,268
PROPERTY AND EQUIPMENT, net................................ 1,010 1,095
-------- --------
$ 3,380 $ 8,363
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
CURRENT LIABILITIES:
Bank line of credit...................................... $ 1,970 $ 2,280
Accounts payable......................................... 1,219 895
Accrued liabilities...................................... 2,313 3,153
Notes payable to stockholders............................ 6,882 --
Deferred income.......................................... 140 639
Equipment financing obligations.......................... 427 91
-------- --------
Total current liabilities.............................. 12,951 7,058

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (net capital deficiency):
Convertible preferred stock, $0.001 par value at amounts
paid in; 100,000,000 shares authorized at December 31,
1999; 2,213,688 and 11,564,269 shares issued and
outstanding at December 31, 1998 and 1999 convertible
into 3,944,553 shares of common stock at December 31,
1999; aggregate liquidation preference of $14,243 at
December 31, 1999....................................... 10,335 15,369
Common stock, $0.0001 par value at amounts paid in;
200,000,000 shares authorized at December 31, 1998 and
1999; 2,718,903 and 23,002,733 shares issued and
outstanding at December 31, 1998 and 1999, respectively;
26,947,286 shares issued and outstanding pro forma...... 2,649 66,412
Note receivable from stockholder......................... -- (920)
Deferred stock compensation.............................. -- (13,400)
Accumulated deficit...................................... (22,555) (66,156)
-------- --------
Total stockholders' equity (net capital deficiency).... (9,571) 1,305
-------- --------
$ 3,380 $ 8,363
======== ========
</TABLE>

See accompanying notes.

F-3
<PAGE>

VYYO INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

<TABLE>
<CAPTION>
Years ended December 31,
--------------------------
1997 1998 1999
------- ------- --------
<S> <C> <C> <C>
Net revenues(1).................................... $ 1,537 $ 2,449 $ 4,230
Cost of revenues................................... 1,556 2,568 4,316
------- ------- --------
Gross loss....................................... (19) (119) (86)
Operating expenses:
Research and development(2)...................... 2,398 3,252 3,678
Sales and marketing(3)........................... 1,484 2,413 1,972
General and administrative(4).................... 1,200 1,363 2,148
Amortization of deferred stock compensation...... -- -- 9,300
------- ------- --------
Total operating expenses....................... 5,082 7,028 17,098
------- ------- --------
Operating loss..................................... (5,101) (7,147) (17,184)
Charge for amended financing arrangements.......... -- -- (25,700)
Interest income.................................... 41 10 36
Interest expense and other......................... (285) (534) (753)
------- ------- --------
Net loss........................................... $(5,345) $(7,671) $(43,601)
======= ======= ========
Net loss per share:
Basic and diluted................................ $ (5.91) $ (5.43) $ (5.40)
======= ======= ========
Number of shares used in per share computation:
Basic and diluted................................ 905 1,412 8,078
======= ======= ========
</TABLE>
--------
(1) Includes $654 of 1999 revenues from a related party customer. See Note 1.

(2) Excludes $100 in amortization of deferred stock compensation in 1999.

(3) Excludes $300 in amortization of deferred stock compensation in 1999.

(4) Excludes $8,900 in amortization of deferred stock compensation in 1999.

See accompanying notes.

F-4
<PAGE>

VYYO INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
(In thousands, except share and per share data)

<TABLE>
<CAPTION>
Total
Convertible Note Stockholders'
Preferred Stock Common Stock Receivable Deferred Equity (Net
------------------- ------------------- from Stock Accumulated Capital
Shares Amount Shares Amount Stockholder Compensation Deficit Deficiency)
---------- ------- ---------- ------- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31,
1996................... 1,380,851 $ 7,996 828,510 $ 983 $ -- $ -- $ (9,539) $ (560)
Exchange of stock for
subsidiary............ 1,092 -- 656 -- -- -- -- --
Issuance of preferred
and common shares for
cash, net of issuance
costs................. 202,167 1,736 121,300 193 -- -- -- 1,929
Issuance of warrants to
purchase common
stock................. -- -- -- 165 -- -- -- 165
Net loss............... -- -- -- -- -- -- (5,345) (5,345)
---------- ------- ---------- ------- ----- -------- -------- --------

BALANCE AT DECEMBER 31,
1997................... 1,584,110 9,732 950,466 1,341 -- -- (14,884) (3,811)
Issuance of common
stock net of issuance
costs................. -- -- 263,292 171 -- -- -- 171
Issuance of Series A
preferred stock net of
issuance costs........ 21,123 15 -- -- -- -- -- 15
Issuance of Series B
preferred stock net of
issuance costs........ 629,447 603 -- -- -- -- -- 603
Conversion of notes
payable to
stockholders into
common stock.......... -- -- 1,517,741 1,012 -- -- -- 1,012
Repurchase of preferred
stock and common
stock................. (20,992) (15) (12,596) (5) -- -- -- (20)
Issuance of warrants to
purchase common
stock................. -- -- -- 130 -- -- -- 130
Net loss............... -- -- -- -- -- -- (7,671) (7,671)
---------- ------- ---------- ------- ----- -------- -------- --------

BALANCE AT DECEMBER 31,
1998................... 2,213,688 10,335 2,718,903 2,649 -- -- (22,555) (9,571)
Issuance of common
stock, net of issuance
costs................. -- -- 6,626,000 3,481 (920) -- -- 2,561
Issuance of Series C
preferred stock, net
of issuance costs..... 9,350,581 5,034 -- -- -- -- -- 5,034
Issuance of common
stock upon exercise of
warrants, net of
issuance costs........ -- -- 1,091,921 1,947 -- -- -- 1,947
Conversion of notes
payable to
shareholders into
common stock.......... -- -- 11,128,254 9,090 -- -- -- 9,090
Issuance of common
stock upon exercise of
options............... -- -- 1,437,655 845 -- -- -- 845
Deferred stock
compensation.......... -- -- -- 22,700 -- (22,700) -- --
Amortization of
deferred stock
compensation.......... -- -- -- -- -- 9,300 -- 9,300
Charge for amended
financing
arrangements.......... -- -- -- 25,700 -- -- -- 25,700
Net loss............... -- -- -- -- -- -- (43,601) (43,601)
---------- ------- ---------- ------- ----- -------- -------- --------
BALANCE AT DECEMBER 31,
1999................... 11,564,269 $15,369 23,002,733 $66,412 $(920) $(13,400) $(66,156) $ 1,305
========== ======= ========== ======= ===== ======== ======== ========
</TABLE>

See accompanying notes.

F-5
<PAGE>

VYYO INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

<TABLE>
<CAPTION>
Years ended December 31,
--------------------------
1997 1998 1999
------- ------- --------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss.......................................... $(5,345) $(7,671) $(43,601)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and other.......................... 343 368 454
Amortization of deferred stock compensation..... -- -- 9,300
Charge for amended financing arrangements....... -- -- 25,700
Changes in assets and liabilities:
Accounts receivable........................... (132) (8) (336)
Prepaid expenses and other current assets..... 17 34 (169)
Inventory..................................... (639) (638) 512
Other assets.................................. 4 7 --
Accounts payable.............................. 287 636 (246)
Accrued liabilities........................... 813 455 1,663
Deferred income............................... -- 140 499
------- ------- --------
Net cash used in operating activities......... (4,652) (6,677) (6,224)

INVESTING ACTIVITIES
Purchases of property and equipment............... (430) (305) (581)
Proceeds from sales of property and equipment..... -- -- 42
------- ------- --------
Net cash used in investing activities......... (430) (305) (539)

FINANCING ACTIVITIES
Proceeds from notes payable to stockholders....... 2,126 5,834 1,385
Proceeds from note receivable from stockholders... -- -- 2,080
Proceeds from debt................................ 300 1,970 310
Repayments of capital lease obligations........... -- -- (336)
Repayments of debt and capital lease obligations.. (321) (2,100) --
Repurchase of preferred stock and common stock.... -- (20) --
Issuance of preferred stock and common stock...... 1,929 789 8,229
Issuance of warrants to purchase common stock..... 99 130 --
------- ------- --------
Net cash provided by financing activities..... 4,133 6,603 11,668
------- ------- --------
Increase (decrease) in cash and cash
equivalents.................................... (949) (379) 4,905
Cash and cash equivalents at beginning of period.. 1,459 510 131
------- ------- --------
Cash and cash equivalents at end of period........ $ 510 $ 131 $ 5,036
======= ======= ========

NONCASH FINANCING ACTIVITIES
Conversion of loan from stockholder into warrant
to purchase common stock......................... $ 66 $ -- --
======= ======= ========
Conversion of stockholders' notes into common
stock............................................ $ -- $ 1,012 $ 9,090
======= ======= ========
Issuance of common stock for note receivable...... -- -- $ 3,000
======= ======= ========

SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid..................................... $ 158 $ 143 $ 141
======= ======= ========
</TABLE>

See accompanying notes.

F-6
<PAGE>

VYYO INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 1999

1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation

Vyyo Inc. was incorporated as a Delaware corporation in 1996. In January
2000, the Company changed its name from PhaseCom, Inc. to Vyyo Inc. and its
subsidiary (collectively, "Vyyo" or the "Company") is a global provider of
broadband wireless access systems used by telecommunications service providers
to deliver wireless high-speed data connections to businesses and residential
subscribers. The Company sells its products directly to service providers and
to system integrators. The majority of the Company's revenues are generated
from sales to customers in North America.

The Company's consolidated financial statements reflect the operations of
Vyyo Inc. and its wholly owned Israeli subsidiary, Vyyo Ltd. All significant
intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

Net revenues include product revenues and in 1999 also include $480,000 of
technology development revenues. Product revenues are derived primarily from
sales of hubs and modems to telecommunications service providers and to system
integrators. Product revenues are generally recorded when products are shipped,
provided there are no customer acceptance requirements and the Company has no
additional performance obligations. The Company accrues for estimated sales
returns and exchanges and product warranty and liability costs upon recognition
of product revenues.

Technology development revenues are related to a best efforts arrangement
with a customer. Due to technology risk factors, the costs of the technology
development efforts are expensed when incurred and the revenues are recognized
when the applicable customer milestones are met, including deliverables, but
not in excess of the estimated amount that would be recognized using the
percentage-of completion method. We expect to complete this arrangement in
fiscal year 2000.

Deferred revenues represent amounts received from customers for products
subject to return or exchange and payments on technology development contracts
not yet recognized as revenue.

Risk Factors and Concentrations

The Company is subject to various risks similar to other companies in a
comparable stage of growth, including dependence on key individuals,
competition from substitute products and larger companies, the need to obtain
additional financing, and the continued successful development and marketing of
its products. The Company used over $17 million in operating activities in
1997, 1998 and 1999. The Company will require additional financing to continue
its operations and execute its business plan. The Company believes adequate
additional debt or equity financing is available to fund planned operations
through fiscal 2000.

Financial instruments that subject the Company to credit risk consist
primarily of uninsured cash and cash equivalents, most of which is held at
high-quality financial institutions in the United States and trade receivables.
The Company performs ongoing credit evaluations of its customers and generally
does not require collateral. The Company provides reserves for estimated credit
losses. Provisions for bad debts in 1997, 1998 and 1999 were $0, $11,000 and
$198,000, respectively. Write-offs of uncollectible accounts in 1999 was
$209,000 and none in 1997 and 1998.

F-7
<PAGE>

VYYO INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Sales to one customer represented 12%, 31% and 20% of total revenues for the
years ended December 31, 1997, 1998 and 1999. Sales to two other customers
represented 11% and 27% of total revenues for the year ended December 31, 1997.
Sales to another customer represented 15% and 13% of total revenues for the
years ended 1998 and 1999. Sales to two other customers represented 14% and
12%, respectively, of total revenues for the year ended December 31, 1999.
Sales to one other customer represented 23% of revenues for the year ended
December 31, 1998.

In August 1999, ADC Telecommunications, Inc. ("ADC"), one of the Company's
major customers made an approximately 10% equity investment in the Company.
Revenues from ADC for the period from August 1999 through fiscal year end 1999
amounted to $654,000.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.

Research and Development

Research and development costs are expensed as incurred and consist
primarily of personnel, facilities, equipment and supplies for our research and
development activities.

Property and Equipment

Property and equipment are recorded at cost. Depreciation and amortization
are provided using the straight-line method over the estimated useful lives of
the assets (generally from three to five years), or the life of the lease,
whichever is shorter.

Foreign Currency Transactions

The U.S. dollar is the functional currency for the Company's foreign
subsidiary operations. Substantially all of the Company's foreign subsidiary's
sales are made in U.S. dollars. In addition, a substantial portion of the
foreign subsidiary's costs are incurred in U.S. dollars. Since the U.S. dollar
is the primary currency in the economic environment in which the foreign
subsidiary operates, and, accordingly, monetary accounts maintained in
currencies other than the U.S. dollar (principally cash and liabilities) are
remeasured using the foreign exchange rate at the balance sheet date.
Operational accounts and nonmonetary balance sheet accounts are measured and
recorded at the rate in effect at the date of the transaction. The effects of
foreign currency remeasurement are reported in current operations and have not
been material to date.

Cash Equivalents

The Company considers all highly liquid investments with maturity of three
months or less, at the date of purchase, to be cash equivalents.

Net Loss Per Share

Basic and diluted net loss per share are presented in accordance with SFAS
No. 128, "Earnings per Share" ("SFAS 128"), for all periods presented. Pursuant
to the Securities and Exchange Commission Staff Accounting Bulletin No. 98,
common shares and convertible preferred shares issued or granted for nominal
consideration prior to the anticipated effective date of the Company's initial
public offering (the "Offering", see

F-8
<PAGE>

VYYO INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Note 12) must be included in the calculation of basic and diluted net loss per
share as if they had been outstanding for all periods presented. To date, the
Company has not had any issuances or grants for nominal consideration.

Pro forma basic and diluted net loss per share have been computed using the
weighted-average number of common shares outstanding during the period. Pro
forma basic and diluted pro forma net loss per share, as presented in the
statements of operations, have been computed as described above and also give
effect to the conversion of all preferred shares that will convert
automatically upon completion of the Offering (using the as-if converted
method) from original date of issuance.

Share and Per Share Data

On January 3, 2000 and March 14, 2000, the Company effected a 1-for-5
reverse stock split and a 3-for-2 stock split of its common stock,
respectively. Common share, per common share data, and the preferred stock
conversion rates retroactively reflect the stock splits. As a result of the
stock split, the preferred stock is convertible to common stock at the
following ratios: Series A at 1 for 0.6, Series B at 1 for 0.3, and Series C at
1 for 0.3.

Unaudited Pro forma Stockholders' Equity

All of the preferred shares will automatically be converted into common
shares upon completion of the Offering (see Note 8). The preferred stock is
convertible to common stock at the following split-adjusted ratios: Series A at
1 for 0.6, Series B at 1 for 0.3, and Series C at 1 for 0.3. Unaudited pro
forma stockholders' equity at December 31, 1999, as adjusted for the assumed
conversion of such shares, is disclosed on the balance sheet.

Accounting for Stock-Based Compensation

The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" ("APB 25") and related
interpretations in accounting for its employee stock options because the
alternative fair value accounting provided for under the Financial Accounting
Standards Board ("FASB") Statement No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123") requires use of option valuation models that were
not developed for use in valuing employee stock options. Under APB 25, when the
exercise price of the Company's employee stock or options equals the market
price of the underlying stock on the date of the grant, no compensation expense
is recognized.

During 1999, in connection with the grant of certain stock options and the
issuance of certain shares, the Company recorded deferred compensation expense
representing the difference between the option exercise price or the share
purchase price and the deemed fair value of the Company's common stock on the
date of grant. The deferred compensation costs are being amortized based on the
graded vesting method over the vesting period of the options.

New Accounting Pronouncements

In June 1998, the Financial Accounting Standard Board (FASB) issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS No. 133) which establishes accounting and reporting standard
for derivatives instruments and hedging activities. The statement requires
recognition of all derivatives at fair value in the financial statements. FASB
Statement No. 137 "Accounting for Derivative Instruments and Hedging Activities
Deferral of the Effective Date of FASB Statement No. 133" an amendment of FASB
Statement No. 133, defers implementation of SFAS No. 133 until fiscal years
beginning after June 15, 2000. The Company believes that, upon implementation,
the standard will not have a significant effect on its financial condition or
results of operations.

F-9
<PAGE>

VYYO INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

2. INVENTORY

Inventory is stated at the lower of weighted-average actual cost or market.
Inventory is comprised of the following:

<TABLE>
<CAPTION>
December 31,
-------------
1998 1999
------ ------
(In
thousands)
<S> <C> <C>
Raw materials................................................. $ 516 $ 631
Work in process............................................... 774 351
Finished goods................................................ 354 150
------ ------
$1,644 $1,132
====== ======
</TABLE>

3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
December 31,
----------------
1998 1999
------- -------
(In thousands)
<S> <C> <C>
Machinery and equipment.................................... $ 939 $ 1,101
Computers.................................................. 729 1,084
Furniture and fixtures..................................... 240 259
Vehicles and other......................................... 156 91
------- -------
2,064 2,535
Accumulated depreciation and amortization.................. (1,054) (1,440)
------- -------
Property and equipment, net................................ $ 1,010 $ 1,095
======= =======

Property and equipment under lease:
Cost..................................................... $ 524 502
Accumulated depreciation and amortization................ (370) (418)
------- -------
Property and equipment under lease (net):.................. $ 154 $ 84
======= =======
</TABLE>

4. ACCRUED LIABILITIES

Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
December 31,
-------------
1998 1999
------ ------
(In
thousands)
<S> <C> <C>
Compensation and benefits..................................... $ 749 $1,192
Warranty...................................................... 250 475
Withholding tax............................................... 78 370
Other......................................................... 1,236 1,116
------ ------
$2,313 $3,153
====== ======
</TABLE>

5. BANK LINE OF CREDIT

The Company has a line of credit arrangement with a bank for an aggregate
amount of $2,500,000. The loans under the line of credit bear interest at a
rate of LIBOR plus 1.5% (7.25% at December 31, 1999). Borrowings and bank
guarantees under the line of credit amounted to $2,280,000 and $220,000,
respectively, at December 31, 1999.

F-10
<PAGE>

VYYO INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

As of December 31, 1999, all assets of the Company's Israeli subsidiary are
subject to fixed and floating liens pursuant to certain loan agreements. Also,
the Company's property and equipment are subject to floating liens in
connection with investment grants received from the Israeli government and the
borrowings under the line of credit.

6. NOTES PAYABLE TO STOCKHOLDERS

Notes payable to stockholders were issued in 1997 through 1999. The notes
bore interest at rates varying from 8% to 9% and, in accordance with their
amended terms were due in various dates through 1999. The Convertible Notes
Payable and related accrued interest in the aggregate amount of $10.1 million
were converted in accordance with their amended terms into 1,517,741 and
11,128,254 shares of the Company's common stock in 1998 and 1999, respectively.
Financing conversion charge recorded in 1999, represents the aggregate
differences between the amended notes payable conversion price per share or the
related amended warrants exercise price and the deemed fair market value of the
common stock at the date of the amendment.

7. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

From time to time, the Company enters into short term supply agreements with
its vendors. Pursuant to these agreements, the Company may be subject to
penalties and charges for quantities not purchased by agreed-upon dates.

Operating Leases

The Company leases its operating facility in Israel under a noncancelable
operating lease that expires in 2003. As of December 31, 1999, future minimum
lease payments under operating leases were $422,000, $392,000, $370,000 and
$370,000 for 2000, 2001, 2002 and 2003 respectively. The Company's headquarters
facility in California is leased month-to-month from a company under common
control of a major stockholder. Rent and related payments to this company
amounted to $44,000 and $343,000 in 1998 and 1999, respectively.

The gross rental payments under all operating leases were $251,000, $381,000
and $494,000 for the years ended December 31, 1997, 1998 and 1999,
respectively. Rental expense, net of reimbursements from subleases, was
$33,000, $127,000 and $434,000 for the years ended December 31, 1997, 1998 and
1999, respectively. Aggregate future minimum rentals to be received under
noncancelable subleases are $86,000 as of December 31, 1999.

Accrued Severance Liabilities

The Company's liability for severance pay pursuant to Israeli law is covered
by deposits with financial institutions and by accrual. The accrued severance
pay liability included in accrued compensation and benefits and the amount
funded included in other current assets is as follows:

<TABLE>
<CAPTION>
December
31,
------------
1998 1999
----- -----
(in
thousands)
<S> <C> <C>
Accrued severance pay.......................................... $ 330 $ 348
Less amount funded............................................. (241) (202)
----- -----
Unfunded portion, net accrued severance pay.................... $ 89 $ 146
===== =====
</TABLE>

F-11
<PAGE>

VYYO INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Customer Claim

In 1997, a customer filed a claim against the Company in the amount of
approximately $300,000 alleging damages resulting from certain products being
delivered which did not meet product specifications. The Company no longer
sells or supports these products. The Company believes it has meritorious
defenses against these allegations and it plans to vigorously defend against
them.

Patent Matter

Research Grants

Prior to 1997, the Company participated in the following research and
development incentive programs:

a. The Office of the Chief Scientist in the Israeli Ministry of Industry
and Trade (the "Chief Scientist) The Company has obtained grants from
the Chief Scientist totaling approximately $2 million. These grants were
received through 1996. The terms of the grants from the Chief Scientist
prohibit the transfer of technology developed pursuant to the terms of
these grants to any person, without prior written consent of the Chief
Scientist. These grants are repayable to the Chief Scientist generally
at the rate of 3% of the sales of the products developed out of the
projects funded, up to an amount equal to 100% of the grant received.

b. Binational Industrial Research and Development Foundation (the "BIRD
Foundation") The Company has participated in programs sponsored by the
BIRD Foundation, which funds joint US-Israeli teams in the development
of technological products. The Company received grants totaling
approximately $1.7 million from the BIRD Foundation for various
projects. Grants received from the BIRD Foundation are paid back at the
rate of 2.5% to 5% of revenues shown from the projects funded, up to a
maximum amount equal to 150% of the grants received.

As of December 31, 1999, the Company has repaid or provided for the
repayment of grants amounting to $651,000.

F-12
<PAGE>

VYYO INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

8. STOCKHOLDERS' EQUITY

Preferred Stock

As of December 31, 1999, the board of directors had the authority, without
any further vote or action by the stockholders, to provide for the issuance of
up to 100,000,000 shares of preferred stock from time to time in one or more
series with such designations, rights, preferences, and limitations as the
board of directors may determine, including the consideration received
therefore, the number of shares comprising such series, dividend rights,
redemption provisions, liquidation preferences, redemption fund provisions,
conversion rights, and voting rights.

<TABLE>
<CAPTION>
Common Shares
Shares Issued and Designated for
Shares Authorized Outstanding Conversion
---------------------- -------------------- -------------------
1998 1999 1998 1999 1998 1999
---------- ----------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Series A....... 6,000,000 6,000,000 1,584,241 1,584,241 950,546 950,546
Series B....... 15,000,000 40,000,000 629,447 629,447 188,833 188,833
Series C....... -- 40,000,000 -- 9,350,581 -- 2,805,174
Undesignated... 14,000,000 14,000,000 -- -- -- --
---------- ----------- --------- ---------- --------- ---------
35,000,000 100,000,000 2,213,688 11,564,269 1,139,379 3,944,553
========== =========== ========= ========== ========= =========
</TABLE>

The holders of Series A, B, and C preferred stock are entitled to receive,
when and if declared by the board of directors, noncumulative dividends at the
annual rate of $0.0432, $0.08 and $0.0216 per share, respectively, and in that
order of preference, in preference to payment of dividends on common stock. No
dividends have been declared to date.

Each share of Series A, B, and C preferred stock is convertible, at the
holders' option or automatically as set forth below, into 0.6 share, 0.3 share
and 0.3 share, respectively, of common stock (as adjusted from time to time for
stock splits, stock dividends, and like events). Each share of Series A, B and
C preferred stock will automatically be converted into shares of common stock
upon either (i) the closing of an underwritten public offering of the Company's
common stock resulting in aggregate gross proceeds in excess of $12,500,000
with a common stock per share purchase price of at least $3.33, or (ii) in a
business combination in which the common stock equivalent value of the
Company's stock as a result of such event is $3.33 or more per share (as
adjusted from time to time for stock splits, stock dividends, and like events).
The holders of preferred stock are entitled to one vote for each share of
common stock into which such preferred shares can be converted.

In the event of any liquidation, dissolution, or winding up of the Company
("Liquidation Event"), the holders of Series B preferred stock are entitled to
receive, in preference to holders of Series A preferred stock, Series C
preferred stock and common stock, the amount of $1.50 per share plus any
declared but unpaid dividends. Before the payment of any portion of the Series
A liquidation preference price, the holders of Series C preferred stock are
entitled to receive $0.54 per share plus cumulative dividends of four percent
per year in excess of dividends actually paid or (ii) declared and unpaid
dividends. Before payment of any portion of the Series A liquidation preference
price and after payment of the Series B liquidation preference price and the
Series C liquidation preference price, in the event of a Liquidation Event, the
holders of Series A and Series B preferred stock and common stock are entitled
to receive an amount of $0.40 per share ("Series B to Common Stock Liquidation
Price"). After payment of the Series B to Common Stock Liquidation Price, the
holders of Series A preferred stock are entitled to receive, in preference to
holders of common stock, the amount of $4.60 per share plus any declared but
unpaid dividends.

Warrants

From 1997 through 1998, the Company issued warrants to purchase an aggregate
of 1,746,447 shares of common stock to investors in connection with equity and
convertible note financing transactions. As of

F-13
<PAGE>

VYYO INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1999, 187,785 warrants remained outstanding with an average
exercise price of $1.26 per share. These warrants are exercisable through March
2002.

Common Stock

As of December 31, 1999, the Company has reserved approximately 4,133,000
shares of common stock for issuance on the conversion of the Series A, B and C
convertible preferred stock and the warrants and 5,492,000 shares of common
stock for issuance of options granted under the stock-based compensation plan.

Stock Option Plans

The Company has the following stock option plans: (i) 1996 Equity Incentive
Plan, (ii) 1999 Employee and Consultant Equity Incentive Plan and (iii) 2000
Employee and Consultant Equity Incentive ("the Plans"). The plans as amended
provide for the grant to employees of incentive stock options ("ISOs"), the
grant to employees, directors, and consultants of nonstatutory stock options,
and the grant of stock options which comply with the applicable requirements of
Israeli law to the extent granted to persons who may be subject to income tax
in Israel. The Plans also provide for the awards of restricted stock and stock
bonuses.

ISOs granted under the Plans have an exercise price equal to the fair value
as determined by the board of directors of the common stock on the date of
grant. Nonstatutory stock options may not be granted with an exercise price
less than 85% of the fair value as determined by the board of directors of the
common stock on the date of grant. The period within which the option may be
exercised is determined at the time of grant, provided that no term is longer
than ten years. Options generally vest over a four-year period.

In October 1998, the Company adopted an option exchange program to allow
employees to exchange their options for new options with an exercise price of
$0.33. The program resulted in a total of approximately 295,800 options with
exercise price ranging from $1.00 to $2.10 being exchanged for the new options.
The terms of the repriced options remain the same.

A summary of stock option activity, and related information, under the Plans
for the years ended December 31, 1997, 1998 and 1999 is as follows (in
thousands, except per share data):

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
-------------------------- ------------------------
Weighted Weighted Weighted
Shares Number Average Average Number Average
Available of Exercise Fair of Exercise
for Grant Shares Price Value Shares Price
--------- ------ -------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1996..................... 285 44 $1.00
Granted................. (280) 280 $1.63
------ ------
Balance at December 31,
1997..................... 5 324 $1.57 0.35
------ ------ -----
Authorized.............. 149 -- --
Granted................. (512) 512 $0.33
Canceled................ 299 (299) $1.43
------ ------
Balance at December 31,
1998..................... (59) 537 $0.53 0.05
------ ------ -----
Authorized.............. 6,451 -- --
Granted................. (4,727) 4,727 $0.70
Exercised............... -- (1,437) $0.60
Canceled................ 153 (153) $1.03
------ ------
Balance at December 31,
1999..................... 1,818 3,674 $0.69 0.09 727 $0.55
====== ====== ===== ==== === =====
</TABLE>

F-14
<PAGE>

VYYO INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

The weighted-average remaining contractual life of those options is 5.21
years.

Pro forma information regarding net loss is required by SFAS 123 and has
been determined as if the Company had accounted for its stock options under the
fair value method of SFAS 123. The fair value for the stock options was
estimated at the date of grant using a minimum value pricing model and a graded
vesting approach with the following weighted-average assumptions for 1997, 1998
and 1999: risk-free interest rate of 6.5%, 6.5% and 6.0%; dividend yields of
zero; and a weighted-average expected life of the option of approximately 3.6,
2.79 and 2.46 years.

Option valuation models require the input of highly subjective assumptions.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

For purposes of pro forma SFAS 123 disclosures, the estimated fair value of
the options is amortized to expense over the option vesting periods.

The Company pro forma information follows:

<TABLE>
<CAPTION>
1997 1998 1999
------- ------- --------
<S> <C> <C> <C>
Net loss
As reported................................... $(5,345) $(7,671) $(43,601)
======= ======= ========
Pro forma..................................... $(5,369) $(7,731) $(43,691)
======= ======= ========
Basic and diluted loss per share
As reported................................... $ (5.91) $ (5.43) $ (5.40)
======= ======= ========
Pro forma..................................... $ (5.93) $ (5.48) $ (5.41)
======= ======= ========
</TABLE>

9. NET LOSS PER SHARE

The following table presents the calculation of basic and diluted and pro
forma basic and diluted net loss per share (in thousands, except per share
data):

<TABLE>
<CAPTION>
Year ended
December 31,
1999
------------
<S> <C>
Net loss.......................................................... $(43,601)
========
Shares used in computing basic and diluted net loss per share..... 8,078
========
Basic and diluted net loss per share.............................. $ (5.40)
========
Pro forma
Shares used above............................................... 8,078
Pro forma adjustment to reflect weighted effect of assumed
conversion of convertible preferred stock (unaudited).......... 2,059
--------
Shares used in computing pro forma basic and diluted net loss
per share (unaudited).......................................... 10,137
========
Pro forma basic and diluted net loss per share (unaudited)...... $ (4.30)
========
</TABLE>

All preferred stock, outstanding stock options, and warrants have been
excluded from the calculation of the diluted loss per common share because all
such securities are antidilutive for all periods presented. The total

F-15
<PAGE>

VYYO INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

number of common shares related to preferred stock, outstanding options and
warrants excluded from the calculations of diluted net loss per share were
2,381,466, 2,776,391, and 7,806,387 for the years ended December 31, 1997, 1998
and 1999.

10. INCOME TAXES

U.S. Income Taxes

As of December 31, 1999, the Company has U.S. federal and state net
operating loss carryforwards of approximately $6 million. The net operating
loss carryforwards will expire beginning in 2004 through 2019, if not utilized.
The utilization of net operating loss carryforwards may be subject to
substantial annual limitations if there has been a significant "change in
ownership." Such a "change in ownership," as described in Section 382 of the
Internal Revenue Code, may substantially limit the Company's utilization of the
net operating loss carryforwards.

Israeli Income Taxes

The Company's Israeli subsidiary has been granted "Approved Enterprise"
status for several investment programs, of which two are currently in effect.
Benefits pursuant to such investment plans include grants on a portion of the
costs of fixed assets, reduced tax rates, and, in certain cases, a full tax
exemption for certain periods. The entitlement to these benefits is conditional
upon the Company's fulfilling the conditions stipulated by the Investment Law,
regulations published thereunder, and the instruments of approval for the
specific investments in Approved Enterprises. In the event of a failure to
comply with these conditions, the benefits may be canceled and the Company may
be required to refund the amount of the benefits, in whole or in part, with the
addition of inflation adjustment differences and interest. The 1988 Investment
Plan will expire in 2001 and no benefits are expected to be realized under this
Plan. The 1996 Investment Plan entitles the Israeli subsidiary to a full tax
exemption ending 6 years after the year in which it utilizes its remaining
operating loss carryforwards and a reduced corporate tax rate of 10% to 15% for
the remaining period of the Plan's benefits, which will expire in 2009.

As of December 31, 1999, the Company has Israeli net operating loss
carryforwards of approximately $19 million. The Israeli loss carryforwards have
no expiration date and are expected to offset certain future Israeli subsidiary
earnings during the tax exempt period. Management intends to re-evaluate its
tax holiday status and related tax asset at each balance sheet date.

Pretax losses from foreign (Israeli) operations was approximately $5 million
and $6 million for the years ended December 31, 1998 and 1999, respectively.

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax assets are as follows:

<TABLE>
<CAPTION>
December 31,
----------------
1998 1999
------- -------
(In thousands)
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards......................... $ 2,000 $ 2,400
Valuation allowance........................................ (2,000) (2,400)
------- -------
Net deferred tax assets.................................... $ -- $ --
======= =======
</TABLE>

The valuation allowance increased by $400,000 for the year ended December
31, 1999.

F-16
<PAGE>

VYYO INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

FASB Statement No. 109 provides for the recognition of deferred tax assets
if realization of such assets is more likely than not. Based upon the weight of
available evidence, which includes our historical operating performance and the
reported cumulative net losses in all prior years, we have provided a full
valuation allowance against our net deferred tax assets as the future
realization of the tax benefit is not sufficiently assured.

11. SEGMENTS AND GEOGRAPHIC INFORMATION

Vyyo operates in one industry segment, the design and marketing of broadband
wireless access systems. The following is a summary of operations within
geographic areas based on the location of the entity purchasing the products:

<TABLE>
<CAPTION>
Years ended December
31,
--------------------
1997 1998 1999
------ ------ ------
<S> <C> <C> <C>
Revenues from sales to unaffiliated customers:
North America........................................ $ 295 $1,102 $2,587
Europe............................................... 560 533 919
Asia................................................. 613 731 552
Rest of the world.................................... 69 83 172
------ ------ ------
$1,537 $2,449 $4,230
====== ====== ======
Property and Equipment, Net
Israel............................................... $ 914 $ 992
United States........................................ 96 103
------ ------
$1,010 $1,095
====== ======
</TABLE>

12. SUBSEQUENT EVENTS (Unaudited)

On February 2, 2000, the board of directors authorized the Company to file a
registration statement with the U.S. Securities and Exchange Commission for an
initial public offering of its common shares. Also on February 2, 2000, the
board of directors approved the following: (1) an amendment to the 2000 option
plan to increase the number of shares reserved for issuance under the plan by
3,450,000 shares; (2) an automatic annual increase to the shares reserved under
the plan equal to the lesser of 1,350,000 shares or 5% of the outstanding
shares; (3) the adoption of the 2000 Employee Stock Purchase Plan, under which
750,000 shares have been reserved.

On February 2, 2000, the note from shareholders in the amount of $920,000
has been repaid.

F-17
<PAGE>

VYYO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
------------ ----------
(Note 1) (Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents............................. $ 5,036 $68,550
Short-term investments................................ -- 22,990
Accounts receivable, net.............................. 583 1,702
Inventory............................................. 1,132 1,576
Other current assets.................................. 517 1,505
------- -------
Total current assets................................ 7,268 96,323
Property and equipment, net........................... 1,095 1,681
------- -------
$ 8,363 $98,004
======= =======

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt obligations........................... $ 2,371 $ --
Accounts payable...................................... 895 1,993
Accrued liabilities................................... 3,153 7,302
Deferred income....................................... 639 --
------- -------
Total current liabilities........................... 7,058 9,295

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Convertible preferred stock, $0.001 per value at
amounts paid in; 100,000,000 and 5,000,000 shares
authorized at December 31, 1999 and June 30, 2000;
11,564,269 shares issued and outstanding at December
31, 1999 and no shares outstanding at June 30, 2000.. 15,369 --
Common stock, $0.0001 par value at amounts paid in;
200,000,000 shares authorized at December 31, 1999
and June 30, 2000; 23,002,733 and 35,788,682 shares
issued and outstanding at December 31, 1999 and June
30, 2000............................................. 66,412 187,011
Notes receivable from stockholders.................... (920) (75)
Deferred stock compensation........................... (13,400) (12,700)
Other comprehensive income............................ -- 17
Accumulated deficit................................... (66,156) (85,544)
------- -------
Total stockholders' equity.......................... 1,305 88,709
------- -------
$ 8,363 $98,004
======= =======
</TABLE>
--------
Note 1: The balance sheet at December 31, 1999 has been derived from audited
financial statements at that date.

See accompanying notes.

F-18
<PAGE>

VYYO INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

<TABLE>
<CAPTION>
Six Months Ended
-----------------
June
30, June 30,
1999 2000
------- --------
<S> <C> <C>
Net revenues................................................ $ 1,966 $ 4,856
Cost of revenues............................................ 2,011 3,490
------- --------
Gross profit (loss)......................................... (45) 1,366

OPERATING EXPENSES
Research and development.................................... 1,653 4,632
Sales and marketing......................................... 754 3,543
General and administrative.................................. 844 3,819
Amortization of deferred compensation....................... 400 9,937
------- --------
3,651 21,931
------- --------
Operating loss.............................................. (3,696) (20,565)
Interest and other income (expense), net.................... (393) 1,177
------- --------
Net loss.................................................... $(4,089) $(19,388)
======= ========
Net loss per share:
Basic and diluted......................................... $ (0.97) $ (0.68)
======= ========
Shares used in per share computation:
Basic and diluted......................................... 4,199 28,570
======= ========
</TABLE>

See accompanying notes.

F-19
<PAGE>

VYYO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------
1999 2000
------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss for the period.................................... $(4,089) $(19,388)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................ 220 586
Amortization of deferred stock compensation.............. 400 9,937
Changes in operating assets and liabilities:
Accounts receivable.................................... (373) (1,119)
Inventory.............................................. 691 (444)
Other assets........................................... 192 (988)
Accounts payable....................................... (104) 1,098
Accrued liabilities.................................... 527 4,149
Deferred income........................................ 334 (639)
------- --------
Net cash used in operating activities...................... (2,202) (6,808)
------- --------

INVESTING ACTIVITIES:
Purchases of property and equipment........................ (130) (1,180)
Purchases of short-term investments........................ -- (22,973)
Proceeds from sale of property and equipment............... 8 8
------- --------
Net cash used in investing activities...................... (122) (24,145)
------- --------

FINANCING ACTIVITIES:
Repayment of short-term debt obligations................... (319) (2,371)
Proceeds from short-term debt obligations.................. 290 --
Proceeds from loans from stockholder....................... 1,385 --
Proceeds from stockholder note............................. 1,430 1,170
Issuance of common stock for cash.......................... 26 95,668
------- --------
Net cash provided by financing activities.................. 2,812 94,467
------- --------
Increase in cash and cash equivalents...................... 488 63,514
Cash and cash equivalents at beginning of period........... 131 5,036
------- --------
Cash and cash equivalents at end of period................. $ 619 $ 68,550
======= ========

NONCASH FINANCING ACTIVITIES
Conversion of stockholders' note into common stock......... $ 3,515 $ --
======= ========
Issuance of common stock for note receivable............... $ 3,000 $ 325
======= ========
Conversion of convertible preferred stock upon initial
public offering........................................... $ -- $ 15,369
======= ========
</TABLE>

See accompanying notes.

F-20
<PAGE>

VYYO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
Vyyo Inc. ("Vyyo" or the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the interim period are not necessarily indicative of the
results that may be expected for the full year. For further information, refer
to the consolidated financial statements and notes thereto for the year ended
December 31, 1999, included in this prospectus.

Net Revenues

Net revenues are comprised of product revenue, and in the six months ended
June 30, 2000, also include $480,000 of technology development revenues. Sales
to a related party, ADC Telecommunications, Inc., for the six months ended June
30, 2000, amounted to $1,945,000.

2.CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

The Company considers all money market funds and all highly liquid
investments with maturity of three months or less, when purchased, to be cash
equivalents.

Pursuant to SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," the Company's debt securities have been designated as
available-for-sale. Available-for-sale securities are carried at fair value,
which is determined based upon the quoted market prices of the securities, with
unrealized gains and losses reported in accumulated other comprehensive income,
a component of shareholders' equity. Realized gains and losses and declines in
value judged to be other than temporary on available-for-sale securities are
included in interest income. The Company views its available-for-sale portfolio
as available for use in its current operations. Accordingly, the Company has
classified all investments as short-term, even though the stated maturity date
may be one year or more from beyond the current balance sheet date. Interest
and dividends on securities classified as available-for-sale are included in
interest income.

The fair value and the amortized cost of available-for-sale securities at
June 30, 2000 are presented in the following tables (in thousands):

<TABLE>
<CAPTION>
June 30, 2000
-----------------------------------------
Estimated
Unrealized Unrealized Fair
Amortized Holding Holding Market
Cost Gains Losses Value
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Corporate debt securities............. $60,808 $10 $(13) $60,805
United States obligations............. 16,551 22 (2) 16,571
Money market.......................... 11,039 -- -- 11,039
------- --- ---- -------
$88,398 $32 $(15) $88,415
======= === ==== =======
Reported as:
Cash equivalents...................... $65,428 $ 1 $ (4) $65,425
Short-term investments................ 22,970 31 (11) 22,990
------- --- ---- -------
$88,398 $32 $(15) $88,415
======= === ==== =======
</TABLE>

F-21
<PAGE>

VYYO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Unaudited)

The contractual maturities of available for sales debt securities classified
as short term investments at June 30, 2000 are as follows (in thousands):

<TABLE>
<CAPTION>
Amortized
Cost Fair Value
--------- ----------
<S> <C> <C>
Due in one year or less, including money market
funds............................................... $86,850 $86,858
Due after one year through two years................. 1,548 1,557
------- -------
$88,398 $88,415
======= =======
</TABLE>

3.INVENTORY

Inventory is comprised of the following (in thousands):

<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
------------ --------
<S> <C> <C>
Raw material........................................... $ 631 $ 695
Work in process........................................ 351 576
Finished goods......................................... 150 305
------ ------
$1,132 $1,576
====== ======
</TABLE>

4.ACCRUED LIABILITIES

Accrued liabilities consist of the following (in thousands):

<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
------------ --------
<S> <C> <C>
Compensation and benefits.............................. $1,192 $3,172
Suppliers and subcontractors........................... 111 696
Warranty............................................... 475 686
Withholding tax........................................ 370 494
Other.................................................. 1,005 2,254
------ ------
$3,153 $7,302
====== ======
</TABLE>

5.NEW ACCOUNTING PRONOUNCEMENTS

6.STOCKHOLDERS' EQUITY

Initial Public Offering

On April 10, 2000, Vyyo sold of 6,750,000 shares of its common stock in an
underwritten public offering at a per share price of $13.50 and on May 2, 2000
sold an additional 1,012,500 shares through the exercise of the underwriters'
over allotment options for net proceeds of approximately $94.9 million after
deducting underwriting discounts and commission and issuance costs. Upon the
closing of the initial public offering, all of the outstanding Series A, Series
B and Series C Preferred Stock were converted into common stock.

F-22
<PAGE>

VYYO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Unaudited)

Stock Option Plans

A summary of stock activity, and related information, under the plans for
the six-month period ended June 30, 2000 is as follows (in thousands, except
per share data):

<TABLE>
<CAPTION>
Options
Options Outstanding Exercisable
------------------------------- ----------------
Weighted- Weighted-
Shares Number Average Number Average
Available for Of Exercise Of Exercise
Grant Shares Price Shares Price
------------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C>
Balance at December 31,
1999................... 1,818 3,674 $0.69
Authorized.............. 3,450 -- --
Granted................. (2,130) 2,130 $7.31
Exercised............... -- (1,038) $0.99
Cancelled............... 63 (63) $4.15
------ ------ -----
Balance at June 30,
2000................... 3,201 4,703 $3.57 1,110 $1.99
====== ====== ===== ===== =====
</TABLE>

7.CONTINGENCY--PATENT MATTER

In early 1999, the Company received a written notice from Hybrid Networks,
Inc. ("Hybrid"), a competitor, in which Hybrid claimed to have patent rights in
certain technology and requested that the Company review its products in light
of six of Hybrid's issued patents. The Company, with the advice of counsel,
believes the patents are invalid or are not infringed by the Company's
products. On April 11, 2000, the Company received an additional letter from
Hybrid, requesting that the Company review its products in connection with
various patents of Hybrid, including the previously identified patents. The
Company is evaluating the additional patents with the advice of counsel. Hybrid
may pursue litigation with respect to these or other claims. The results of any
litigation are inherently uncertain. Any successful infringement claim or
litigation against the Company could have a significant adverse impact on the
Company's operating results and financial condition.

F-23
<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

4,000,000 Shares

[LOGO OF VYYO INC.]

----------------

Prospectus

, 2000

----------------

Banc of America Securities LLC

CIBC World Markets

Dain Rauscher Wessels

Needham & Company, Inc.

WR Hambrecht + Co

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table indicates the expenses to be incurred in connection with
the offering described in this Registration Statement, all of which will be
paid by Vyyo. All amounts are estimates, other than the registration fee, the
NASD filing fee, and the Nasdaq National Market listing fee.

<TABLE>
<S> <C>
SEC Registration fee................................................ $ 38,254
NASD Filing fee..................................................... 14,990
Accounting fees and expenses........................................ 100,000
Legal fees and expenses............................................. 350,000
Printing and engraving expenses..................................... 125,000
Transfer agent fees and expenses.................................... 25,000
Blue sky fees and expenses.......................................... 5,000
Miscellaneous fees and expenses..................................... 341,756
----------
Total............................................................. $1,000,000
==========
</TABLE>

Item 14. Indemnification of Directors and Officers.

Section 102 of the Delaware General Corporation Law, or the DGCL, as
amended, allows a corporation to eliminate the personal liability of directors
of a corporation to the corporation or its stockholders for monetary damages
for a breach of fiduciary duty as a director, except where the director
breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit.

Section 145 of the DGCL provides, among other things, that we may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of Vyyo) by reason of the fact that the person is or
was a director, officer, agent or employee of Vyyo or is or was serving at our
request as a director, officer, agent, or employee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' ties, judgment, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action,
suit or proceeding. The power to indemnify applies (a) if the person is
successful on the merits or otherwise in defense of any action, suit or
proceeding, or (b) if the person acted in good faith and in a manner he
reasonably believed to be in the best interest, or not opposed to the best
interest, of Vyyo, and with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The power to indemnify
applies to actions brought by or in the right of Vyyo as well, but only to the
extent of defense expenses (including attorneys' fees but excluding amounts
paid in settlement) actually and reasonably incurred and not to any
satisfaction of judgment or settlement of the claim itself, and with the
further limitation that in these actions no indemnification shall be made in
the event of any adjudication of negligence or misconduct in the performance of
his duties to Vyyo, unless the court believes that in light of all the
circumstances indemnification should apply.

Section 174 of the DGCL provides, among other things, that a director, who
willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for these actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time, may avoid liability by causing his or her dissent to
these actions to be entered in the books containing the

II-1
<PAGE>

minutes of the meetings of the board of directors at the time the action
occurred or immediately after the absent director receives notice of the
unlawful acts.

Our certificate of incorporation includes a provision that eliminates the
personal liability of its directors for monetary damages for breach of
fiduciary duty as a director, except for liability:

. for any breach of the director's duty of loyalty to Vyyo or its
stockholders;

. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;

. under the section 174 of the DGCL regarding unlawful dividends and stock
purchases; or

. for any transaction from which the director derived an improper personal
benefit.

These provisions are permitted under Delaware law.

Our bylaws provide that:

. we must indemnify our directors and officers to the fullest extent
permitted by Delaware law;

. we may indemnify our other employees and agents to the same extent that
we indemnified our officers and directors, unless otherwise determined by
our board of directors; and

. we must advance expenses, as incurred, to our directors and executive
officers in connection with a legal proceeding to the fullest extent
permitted by Delaware Law.

The indemnification provisions contained in our certificate of incorporation
and bylaws are not exclusive of any other rights to which a person may be
entitled by law, agreement, vote of stockholders or disinterested directors or
otherwise. In addition, we maintain insurance on behalf of our directors and
executive officers insuring them against any liability asserted against them in
their capacities as directors or officers or arising out of this status.

We intend to enter into agreements to indemnify our directors and executive
officers, in addition to indemnification provided for in our bylaws. These
agreements, among other things, will provide for indemnification of our
directors and executive officers for expenses, judgments, fines and settlement
amounts incurred by any such person in any action or proceeding arising out of
the person's services as a director or executive officer or at our request. We
believe that these provisions and agreements are necessary to attract and
retain qualified persons as directors and executive officers.

Item 15. Recent Sales of Unregistered Securities.

Since February 1, 1997, the Registrant has sold and issued the following
unregistered securities. The share numbers and per share prices below reflect
(1) the two-for-one stock split of the outstanding common stock effected on
February 13, 1998, (2) the one-for-five reverse stock split of the outstanding
common stock effected on January 3, 2000, and (3) the three-for-two stock split
of the outstanding common stock effected on March 14, 2000:

(1) Between February 1, 1997 and October 26, 1998, the Registrant
granted stock options under the Registrant's 1996 Equity Incentive Plan to
a total of 45 officers, employees, directors and consultants of the
Registrant, to purchase an aggregate of 282,216 shares of common stock, at
a weighted average exercise price of $1.64 per share. On October 27, 1998,
the Registrant amended these options to have an exercise price of $0.33 per
share. Since October 27, 1998, the Registrant granted stock options under
the Registrant's 1996 Equity Incentive Plan to a total of 38 officers,
employees, directors and consultants of the Registrant, to purchase an
aggregate of 218,209 shares of common stock, at a weighted average exercise
price of $0.33 per share.

II-2
<PAGE>

(2) Since February 1, 1997, the Registrant has granted stock options
under the Registrant's 1999 Employee and Consultant Equity Incentive Plan
to a total of 26 officers, employees, directors and consultants of the
Registrant, to purchase an aggregate of 2,079,000 shares of common stock,
at a weighted average exercise price of $0.50 per share.

(3) Since February 1, 1997, the Registrant has granted stock options
under the Registrant's 2000 Employee and Consultant Equity Incentive Plan
to a total of 118 officers, employees, directors and consultants of the
Registrant, to purchase an aggregate of 3,546,899 shares of common stock,
at a weighted average exercise price of $1.02 per share.

(4) At various times from March 31, 1997 through July 17, 1997, the
Registrant sold and issued 85,395 shares of common stock at $1.63 per share
for an aggregate cash consideration of $139,478.50, and 142,325 shares of
Series A Convertible Preferred Stock at $8.79 per share for an aggregate
cash consideration of $1,251,036.75, to the PhaseCom Investor Group Limited
Partnership No. 2, the Davidi and Shamaya Gilo Trust, the Pezzola-Foster
Trust and Shaul Berger.

(5) At various times from April 1, 1997 through August 28, 1997, the
Registrant sold and issued 35,904 shares of common stock at $1.63 per share
for an aggregate cash consideration of $58,645.16, and 59,842 shares of
Series A Convertible Preferred Stock at $8.79 per share for an aggregate
cash consideration of $526,011.18, to the following persons: Galran
Properties (1993) Ltd., Tom Holdings and Properties (1993) Ltd., Eichut
Capital Markets & Investments Ltd., Itzhak and Esther Hoffi, Chim-Nir Ltd.,
Harel-Hamishmar Investments Ltd., Reuven and Naomi Ashkenazy, Al-Ben Ltd.,
Miri Lent, Ilan Selah, Aryeh and Yval Ezyoni, Mordechai Gazit and Avraham
Fischer.

(6) From April 9, 1997 through April 16, 1997, the Registrant sold and
issued warrants to purchase an aggregate of 61,500 shares of common stock
(the "1997 Warrants") to the Davidi and Shamaya Gilo Trust and Suzon
Financial, S.A. at an exercise price of $1.63 with an aggregate exercise
price of $100,450.

(7) On June 17, 1997, the Registrant sold and issued 510 shares of
common stock and 850 shares of Series A Convertible Preferred Stock to
Joseph Gorodnick in exchange for all of his ordinary shares in Vyyo Ltd.

(8) From September 30, 1997 through November 10, 1997, the Registrant
sold and issued warrants to purchase an aggregate of 367,346 shares of
common stock (the "1997 Warrants") to the Gilo Family Partnership, David
Fox, Misha Renclair, Eichut Capital Markets and Investments (1993) Ltd.,
Galran Properties (1993) Ltd. and Tom Holdings and Properties (1993) Ltd.
at an exercise price of $7.92 with an aggregate exercise price of
$2,908,154.25

(9) On November 18, 1997, the Registrant sold and issued an aggregate of
146 shares of common stock and 242 shares of Series A Convertible Preferred
Stock to for Y.Atai Investments Ltd., Galran Properties (1993) Ltd., Tom
Holdings and Properties (1993) Ltd. and Eichut Capital Markets and
Investments (1993) Ltd. in exchange for all of their ordinary shares in
Vyyo Ltd.

(10) On December 29, 1997, the Registrant sold and issued 1997 Series A-
2 Promissory Notes (the "Registrant 1997 Series A-2 Notes") in the
aggregate principal amount of $278,400, which were convertible into 18,560
shares of Series A Convertible Preferred Stock at a conversion price of
$15.00 per share, to the following persons: Maurice Filister 1996 Trust for
the benefit of Darlene Stillpass, Maurice Filister 1996 Trust for the
benefit of Harvey Filister, Samuel Kaplan/Ralph Strangis Investment
Partnership, Alan Zimmerman, David Fox, ARC Investors, Yael Gilo DSP Tel
Trust, Adi Gilo DSP Tel Trust, Elad Gilo DSP Tel Trust, M.S.I. Investments
Ltd., Robert Melamed, Michael Corwin and Gilo Family Partnership.

(11) On December 29, 1997, Vyyo Ltd. sold and issued 1997 Series A-2
Promissory Notes (the "Ltd 1997 Series A-2 Notes" to Chim-Nir Ltd., Eichut
Capital Markets and Investments (1993) Ltd., Galran Properties (1993) Ltd.,
Harel-Hamishar Investments Ltd., Avraham Fischer and Tom Holdings and
Properties (1993) Ltd. in the aggregate principal amount of $176,320, which
were convertible into

II-3
<PAGE>

11,754 shares of Registrant's Series A Convertible Preferred Stock at a
conversion price of $15.00 per share.

(12) On December 22, 1997, the Registrant sold and issued 1997 Series A-
2 Warrants (the "1997 Series A-2 Warrants") to purchase an aggregate of
72,000 shares of Common stock to the purchasers of the 1997 Series A-2
Notes at an exercise price of $9.50 with an aggregate exercise price of
$684,000.

(13) On February 3, 1998, the Registrant sold and issued 1998 Series A-1
Promissory Notes (the "Registrant 1998 Series A-1 Notes") in the aggregate
principal amount of $259,840, which were convertible into 17,322 shares of
Series A Convertible Preferred Stock at a conversion price of $15.00 per
share, to the following persons: Maurice Filister 1996 Trust for the
benefit of Darlene Stillpass, Maurice Filister 1996 Trust for the benefit
of Harvey Filister, Samuel Kaplan/Ralph Strangis Investment Partnership,
Eli David, Alan Zimmerman, ARC Investors, Yael Gilo DSP Tel Trust, Adi Gilo
DSP Tel Trust, Elad Gilo DSP Tel Trust, Robert Melamed, Michael Corwin,
Gilo Family Partnership and Neill & Linda Brownstein.

(14) On February 3, 1998, Vyyo Ltd. sold and issued 1998 Series A-1
Promissory Notes (the "Ltd 1998 Series A-1 Notes") to Chim-Nir Ltd., Eichut
Capital Markets and Investments (1993) Ltd., Galran Properties (1993) Ltd.,
Harel-Hamishar Investments Ltd., Reshifa Management Holdings, Ltd. and Tom
Holdings and Properties (1993) Ltd. in the aggregate principal amount of
$157,760, which were convertible into 10,517 shares of Registrant's Series
A Convertible Preferred Stock at a conversion price of $15.00 per share.

(15) On February 3, 1998, the Registrant sold and issued 1998 Series A-1
Warrants (the "1998 Series A-1 Warrants") to purchase an aggregate of
64,800 shares of Common stock to the purchasers of the 1998 Series A-1
Notes at an exercise price of $9.50 with an aggregate exercise price of
$615,600.

(16) On February 6, 1998, pursuant to a settlement agreement, the
Registrant sold and issued 12,447 shares of common stock and 20,744 of
Series A Convertible Preferred Stock to Yotam Financing Technological
Ventures Ltd. for an aggregate cash consideration of $20,744.

(17) On February 26, 1998, the Registrant sold and issued 1998 Series A-
2 Promissory Notes (the "Registrant 1998 Series A-2 Notes") in the
aggregate principal amount of $765,600, which were convertible into 51,040
shares of Series A Convertible Preferred Stock at a conversion price of
$15.00 per share, to the following persons: Maurice Filister 1996 Trust for
the benefit of Darlene Stillpass, Maurice Filister 1996 Trust for the
benefit of Harvey Filister, Samuel Kaplan/Ralph Strangis Investment
Partnership, Eli David, Alan Zimmerman, ARC Investors, Yael Gilo DSP Tel
Trust, Adi Gilo DSP Tel Trust, Elad Gilo DSP Tel Trust, Michael Corwin,
Gilo Family Partnership, Neill & Linda Brownstein, Pezzola-Foster Trust
U/T/D 4/3/87, Donald C. Reinke and Dean Witter Reynolds, Custodian for
Bruce A. Mann Rollover IRA.

(18) On February 26, 1998, Vyyo Ltd sold and issued 1998 Series A-2
Promissory Notes (the "Ltd 1998 Series A-2 Notes") to Chim-Nir Ltd., Eichut
Capital Markets and Investments (1993) Ltd., Galran Properties (1993) Ltd.,
Marel-Hamishar Investments Ltd., Reshifa Management Holdings, Ltd. and Tom
Holdings and Properties (1993) Ltd. in the aggregate principal amount of
$473,280, which were convertible into 31,552 shares of Registrant's Series
A Convertible Preferred Stock at a conversion price of $15.00 per share.

(19) On February 26, 1998, the Registrant sold and issued 1998 Series A-
2 Warrants (the "1998 Series A-2 Warrants") to purchase an aggregate of
192,240 shares of Common stock to the purchasers of the 1998 Series A-2
Notes at an exercise price of $9.50 with an aggregate exercise price of
$1,826,280.

(20) On June 30, 1998, the Registrant sold and issued 1998 Series B-1
Promissory Notes (the "Registrant 1998 Series B-1 Notes") in the aggregate
principal amount of $3,679,329.09, to the following persons: Maiss Family
Partnership, Alan Zimmerman, Andrew Schonzeit, ARC Investors, Darlene
Stillpass, David Fox, David Jaroslawicz, Dean Witter Reynolds, Custodian
for Bruce A. Mann Rollover

II-4
<PAGE>

IRA, Donald C. Reinke, Gilo Family Partnership, Hargrave Houston Holdings
Limited, Harvey Filister, Herbert Drower, Hindy Taub, Irwin Zalcberg,
M.S.I. Investments Ltd., Maurice Filister, Maurice Filister 1996 Trust for
the benefit of Darlene Stillpass, Maurice Filister 1996 Trust for the
benefit of Harvey Filister, Michael & Merlyn Corwin, Misha Renclair,
Pezzola-Foster Trust, Pezzola & Foster, Trustees, Samuel Kaplan/Ralph
Strangis Investment Partnership, Selawi Business S.A., Shaul Berger, Shoham
Investments Ltd. and Victor Halpert. These notes were convertible into
shares of Common stock at a conversion price equal to $5.00 if the notes
convert before September 15, 1998, or after September 15, 1998 the greater
of $5.00 or one third of the per share price of Registrant's Common stock
resulting from either an initial public offering of its common stock or a
merger of Registrant with another entity.

(21) On June 30, 1998, Vyyo Ltd. sold and issued 1998 Series B-1
Promissory Notes (the "Ltd 1998 Series B-1 Notes") to Avraham Fischer, Ilan
Selah, Aryeh and Yuval Ezyoni, Chim-Nir Ltd. Eichut Capital Markets and
Investments (1993) Ltd., Galran Properties (1993) Ltd. and Tom Holdings and
Investments (1993) Ltd. in the aggregate principal amount of $1,032,355.20.
These notes were convertible into shares of Registrant's common stock at a
conversion price equal to $5.00 if the notes convert before September 15,
1998, or after September 15, 1998 the greater of $5.00 or one third of the
per share price of Registrant's common stock resulting from either an
initial public offering of Registrant's common stock or a merger of
Registrant with another entity.

(22) On June 30, 1998, the Registrant sold and issued 1998 Series B-1
Warrants (the "1998 Series B-1 Warrants") to the purchasers of the 1998
Series B-1 Notes to purchase the number of shares of common stock equal to
the sum of the principal amount of each investor's Registrant 1998 Series
B-1 Note or Ltd 1998 Series B-1 Note multiplied by .35 divided by the
conversion price of each investors applicable 1998 Series B-1 Note.

(23) On September 28, 1998, the Registrant sold and issued 1,798,359
shares of common stock at $0.67 per share to the Bruce Mann IRA, the Maiss
Family Partnership, L.P., Selawi Business, S.A., the Yost Family Trust,
Gilo Family Partnership, the Pezzola Foster Trust and Alan Zimmerman for an
aggregate cash consideration of $1,198,906.

(24) On November 11, 1998, the Registrant sold and issued 228 shares of
common stock and 379 shares of Series A Convertible Preferred Stock to
Shlomo Rachiv in exchange for all of his ordinary shares in Vyyo Ltd.

(25) On December 1, 1998, the Registrant sold and issued 629,447 shares
of Series B Convertible Preferred Stock at $1.00 per share for an aggregate
cash consideration of $629,447, to the following persons: ARC Investors,
Shaul Berger, Michael and Merlyn Corwin, Dean Witter Reynolds, Custodian
for Bruce Mann Rollover IRA, Harvey Filister, Maurice Filister 1996 Trust
for the benefit of Harvey Filister, Maurice Filister, Gilo Family
Partnership, The Adi Gilo DSP Tel Trust, The Elad Gilo DSP Tel Trust, The
Yael Gilo DSP Tel Trust, Mark Gross, David Jaroslawicz, Kaplan/Strangis
Investment Partnership, Maiss Family Partnership, Robert L. Melamed, M.S.I.
Investments Ltd., Pezzola-Foster Trust U/T/D 4/3/87, Andrew W. Schonzeit,
Shoham Investments Ltd., Darlene Stillpass, Maurice Filister 1996 Trust for
the benefit of Darlene Stillpass, Hindy Taub, Yost Family Trust and Alan
Zimmerman.

(26) On December 1, 1998, the Registrant sold and issued 1998 Series B-3
Warrants (the "1998 Series B-3 Warrants") to the purchasers of the Series B
Convertible Preferred Stock to purchase up to the number of shares of
common stock equal to the sum of the number of shares of Series B
Convertible Preferred Stock each investor purchased multiplied by 0.6. The
1998 Series B-3 Warrants would not be exercisable for any shares if the
Registrant obtained financing in the amount of $2,000,000 on or before June
30, 1999.

(27) On December 1, 1998, the Registrant amended the 1997 Series A-2
Notes, 1998 Series A-1 Notes, 1998 Series A-2 Notes and 1998 Series B-1
Notes in the aggregate principal amount of $4,477,369.77 held by 23 of the
purchasers of the Series B Convertible Preferred Stock such that these
notes became convertible into an aggregate of 4,477,369 shares of Series B
Convertible Preferred Stock at a conversion price of $1.00 per share at the
election of the purchasers (the "1998 Amended Notes").

II-5
<PAGE>

(28) On May 31, 1999, the Registrant sold and issued 8,979,656 shares of
common stock at $0.50 per share to the Gilo Family Partnership and the Sam
Kaplan/Ralph Strangis Investment Partnership for an aggregate cash
consideration of $4,489,828.05.

(29) On June 2, 1999, the Registrant sold and issued a warrant to
purchase an aggregate of 127,500 shares of common stock to Biblica
Investment Limited at an exercise price of $0.50 per share with an
aggregate exercise price of $63,750.

(30) On July 1, 1999, the Registrant sold and issued 96,000 shares of
common stock at $0.83 per share to Pezzola & Reinke, APC for the
cancellation of debt in the aggregate amount of $80,000.

(31) On August 31, 1999, the Registrant sold and issued 9,172,010 shares
of Series C Convertible Preferred Stock at $0.54 per share to ADC
Telecommunications, Inc. for an aggregate cash consideration of $4,950,000.

(32) On November 19, 1999, the Registrant amended the 1998 Amended Notes
such that they became convertible into an aggregate of 5,372,843 shares of
common stock at a conversion price of $0.83 per share at the election of
the holders of the notes.

(33) On December 6, 1999 the Registrant amended for a limited period of
time the exercise price of the 1997 Warrants, 1997 Series A-2 Warrants,
1998 Series A-1 Warrants, 1998 Series A-2 Warrants and 1998 Series B-1
Warrants to $1.87 per share.

(34) At various times from December 28, 1999 through January 31, 2000,
the Registrant sold and issued 1,100,049 shares of common stock to 58
warrant holders of the Registrant upon exercise of warrants at a weighted
average exercise price of $1.79 per share.

(35) On December 28, 1999, the Registrant sold and issued 8,187,461
shares of common stock to 42 note holders of the Registrant upon conversion
of an aggregate principal amount of $6,822,884.29 of promissory notes at a
conversion price of $0.83 per share.

(36) On December 27, 1999, the Registrant sold and issued 178,571 shares
of Series C Convertible Preferred Stock at $0.56 per share to Arnon Kohavi
for an aggregate cash consideration of $100,000.

(37) On December 28, 1999, the Registrant sold and issued a total of
480,000 shares of common stock at $0.83 per share to John Fredericks and
each of the seven directors of the Registrant for an aggregate cash
consideration of $400,000.

The sales of the above securities were deemed to be exempt from registration
under the Securities Act of 1933, as amended (the "Act") in reliance on Section
4(2) of the Act, Regulation D promulgated under the Act, Regulation S
promulgated under the Act, or Rule 701 promulgated under Section 3(b) of the
Act. In each such transaction, the recipients of securities represented their
intentions to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof, and appropriate
legends were affixed to the securities issued in such transactions.

Item 16. Exhibits and Financial Statement Schedules.

Exhibits

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement

3.1(1) Third Amended and Restated Certificate of Incorporation of the
Registrant

3.2(1) Amended and Restated Bylaws of the Registrant

4.1(1) Specimen common stock certificate

5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

5.2 Opinion of Bay Venture Counsel, LLP
</TABLE>

II-6
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.1(1) Form of Indemnification Agreement

10.2(1) 1996 Equity Incentive Plan

10.3(1) 1999 Employee and Consultant Equity Incentive Plan

10.4(1) Amended and Restated 2000 Employee and Consultant Equity Incentive
Plan

10.5(2) 2000 Employee Stock Purchase Plan

10.6(1) Form of Stock Purchase Agreement, dated as of December 28, 1999, by
and between the Registrant and each of Lewis Broad, Neill
Brownstein, Avraham Fischer, Davidi Gilo, John Griffin, Samuel
Kaplan, Alan Zimmerman

10.7(1) Form of D97 Series A Preferred Stock Purchase Agreement by and
between the Registrant and each of the purchasers of the Series A
Preferred Stock.

10.8(1) Form of D98 Series B Preferred Stock Purchase Agreement by and
between the Registrant and each of the purchasers of the Series B
Preferred Stock

10.9(1) Series C Preferred Stock Purchase Agreement, dated as of August 13,
1999, by and between the Registrant and ADC Telecommunications, Inc.

10.10(1) Series C Preferred Stock Purchase Agreement, dated as of December
27, 1999, by and between the Registrant and Arnon Kohavi

10.11(1) Registration Rights and Lock-Up Agreement dated as of April 21,
1996, by and among the Registrant and certain holders of the Series
A Preferred Stock and Series C Preferred Stock

10.12(1) Amendment to Registration Rights and Lock-Up Agreement, dated as of
August 13, 1999, by and among the Registrant and certain holders of
the Series A Preferred Stock and Series C Preferred Stock

10.13(1) Employment Agreement with Davidi Gilo

10.14(1) Employment Agreement with Eran Pilovsky

10.15(1) Employment Agreement with Stephen P. Pezzola

10.16(1) Employment Agreement with Michael Corwin

10.17(1) Employment Agreement with Arnon Kohavi

10.18(1) Unprotected Lease Agreement, dated as of March 7, 1999 between Vyyo
Ltd. and Ayalot Investments in Properties (Har Hotzvim) 1994 Ltd.

10.19(1)+ Collaboration Agreement, dated August 6, 1999, between Vyyo Ltd. and
ADC Telecommunications, Inc.

10.20(1)+ License and Development Agreement, dated as of December 1999, by and
between Philips Semiconductor, Inc., Vyyo Ltd., and the Registrant

10.21(1) Secured Promissory Note, dated January 16, 2000, of Eran Pilovsky
for the benefit of the Registrant

10.22(1) Employment Agreement with Menashe Shahar

10.23(1) Amendment No. 2 to Registration Rights and Lock-Up Agreement dated
as of February 4, 2000, by and among the Registrant and certain
holders of the Series A Preferred Stock and Series C Preferred Stock

10.24(1) Warrant, dated April 23, 1996, issued by the Registrant to PhaseCom
Investor Group Limited Partnership

10.25(1) 1997 Series A-2 Warrant, dated December 29, 1997, issued by the
Registrant to Eli David

10.26(1) 1998 Series A-2 Warrant, dated February 26, 1998, issued by the
Registrant to Eli David

10.27(1) Form of 1998 Series B-1 Warrant, dated June 30, 1998, issued by the
Registrant to Selawi Business, S.A. and Shaul Berger
</TABLE>

II-7
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.28(1) Warrant, dated June 2, 1999, issued by the Registrant to Biblica
Investment Limited

10.29(1) 1998 Series A-1 Warrant, dated February 3, 1998, issued by the
Registrant to Eli David.

10.30(3)+ Addendum #1 to Collaboration Agreement, dated July 14, 2000, by and
among Vyyo Inc., Vyyo Ltd. and ADC Telecommunications, Inc.

10.31 Form of Amendment No. 3 to Registration Rights and Lock-Up Agreement
dated as of September 11, 2000, by and among the Registrant and
certain holders of the Series A Preferred Stock and Series C
Preferred Stock

10.32* Israeli Lease Agreement (translated from Hebrew), dated as of June
13, 2000 between Vyyo Ltd. and Har Hotzvim Properties Ltd.

10.33 Indemnification Agreement among the Registrant and certain selling
stockholders

21.1* Subsidiaries of the Registrant

23.1 Consent of Ernst & Young LLP, Independent Auditors

23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1)
23.3 Consent of Bay Venture Counsel, LLP (included in Exhibit 5.2)

24.1* Power of Attorney (included on original signature page)

27.1* Financial Data Schedule-Six Months ended June 30, 2000

27.2* Financial Data Schedule-Six Months ended June 30, 1999
</TABLE>
--------

* Previously filed.
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (file no. 333-96129).
(2) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (file no. 333-37804).
(3) Incorporated by reference to the Registrant's quarterly report on Form 10-Q
for the quarter ended June 30, 2000.
+ We have been granted confidential treatment from the Commission for
selected portions of this exhibit. The omitted portions were separately
filed with the Commission.

Financial Statement Schedules

Item 17. Undertakings.

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the provisions described in Item 14, or otherwise, the
registrant has been informed 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.

II-8
<PAGE>

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant under Rule 424(b) (1) or (4)
or 497 (h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bonafide offering thereof.

II-9
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cupertino, State of
California, on September 12, 2000.

VYYO INC.

/s/ Davidi Gilo
By: _________________________________
Davidi Gilo, Chief Executive
Officer and Chairman of the Board

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/ Davidi Gilo Chief Executive Officer and September 12, 2000
____________________________________ Chairman of the Board
Davidi Gilo (Principal Executive
Officer)

/s/ Eran Pilovsky* Vice President, Finance and September 12, 2000
____________________________________ Chief Financial Officer
Eran Pilovsky (Principal Financial and
Accounting Officer)

/s/ Lewis S. Broad* Director September 12, 2000
____________________________________
Lewis S. Broad

/s/ Neill H. Brownstein* Director September 12, 2000
____________________________________
Neill H. Brownstein

/s/ John P. Griffin* Director September 12, 2000
____________________________________
John P. Griffin
</TABLE>

II-10
<PAGE>

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

<S> <C> <C>
/s/ Avraham Fischer* Director September 12, 2000
____________________________________
Avraham Fischer

/s/ Samuel L. Kaplan* Director September 12, 2000
____________________________________
Samuel L. Kaplan

/s/ Alan L. Zimmerman* Director September 12, 2000
____________________________________
Alan L. Zimmerman
</TABLE>

/s/ Davidi Gilo
*By:___________________________
Davidi Gilo
(Attorney-in-fact)

II-11
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
1.1 Form of Underwriting Agreement

3.1(1) Third Amended and Restated Certificate of Incorporation of the
Registrant

3.2(1) Amended and Restated Bylaws of the Registrant

4.1(1) Specimen common stock certificate

5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

5.2 Opinion of Bay Venture Counsel, LLP

10.1(1) Form of Indemnification Agreement

10.2(1) 1996 Equity Incentive Plan

10.3(1) 1999 Employee and Consultant Equity Incentive Plan

10.4(1) Amended and Restated 2000 Employee and Consultant Equity Incentive
Plan

10.5(2) 2000 Employee Stock Purchase Plan

10.7(1) Form of D97 Series A Preferred Stock Purchase Agreement by and
between the Registrant and each of the purchasers of the Series A
Preferred Stock.

10.8(1) Form of D98 Series B Preferred Stock Purchase Agreement by and
between the Registrant and each of the purchasers of the Series B
Preferred Stock

10.9(1) Series C Preferred Stock Purchase Agreement, dated as of August 13,
1999, by and between the Registrant and ADC Telecommunications, Inc.

10.10(1) Series C Preferred Stock Purchase Agreement, dated as of December
27, 1999, by and between the Registrant and Arnon Kohavi

10.11(1) Registration Rights and Lock-Up Agreement dated as of April 21,
1996, by and among the Registrant and certain holders of the Series
A Preferred Stock and Series C Preferred Stock

10.13(1) Employment Agreement with Davidi Gilo

10.14(1) Employment Agreement with Eran Pilovsky

10.15(1) Employment Agreement with Stephen P. Pezzola

10.16(1) Employment Agreement with Michael Corwin

10.17(1) Employment Agreement with Arnon Kohavi

10.18(1) Unprotected Lease Agreement, dated as of March 7, 1999 between Vyyo
Ltd. and Ayalot Investments in Properties (Har Hotzvim) 1994 Ltd.

10.19(1)+ Collaboration Agreement, dated August 6, 1999, between Vyyo Ltd. and
ADC Telecommunications, Inc.

10.20(1)+ License and Development Agreement, dated as of December 1999, by and
between Philips Semiconductor, Inc., Vyyo Ltd., and the Registrant

10.21(1) Secured Promissory Note, dated January 16, 2000, of Eran Pilovsky
for the benefit of the Registrant

10.22(1) Employment Agreement with Menashe Shahar
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
10.23(1) Amendment No. 2 to Registration Rights and Lock-Up Agreement dated
as of February 4, 2000, by and among the Registrant and certain
holders of the Series A Preferred Stock and Series C Preferred Stock

10.24(1) Warrant, dated April 23, 1996, issued by the Registrant to PhaseCom
Investor Group Limited Partnership

10.25(1) 1997 Series A-2 Warrant, dated December 29, 1997, issued by the
Registrant to Eli David

10.26(1) 1998 Series A-2 Warrant, dated February 26, 1998, issued by the
Registrant to Eli David

10.27(1) Form of 1998 Series B-1 Warrant, dated June 30, 1998, issued by the
Registrant to Selawi Business, S.A. and Shaul Berger

10.28(1) Warrant, dated June 2, 1999, issued by the Registrant to Biblica
Investment Limited

10.29(1) 1998 Series A-1 Warrant, dated February 3, 1998, issued by the
Registrant to Eli David.

10.30(3)+ Addendum #1 to Collaboration Agreement, dated July 14, 2000, by and
among Vyyo Inc., Vyyo Ltd. and ADC Telecommunications, Inc.

10.31 Form of Amendment No. 3 to Registration Rights and Lock-Up Agreement
dated as of , 2000, by and among the Registrant and certain
holders of the Series A Preferred Stock and Series C Preferred Stock

10.32* Israeli Lease Agreement (translated from Hebrew), dated as of June
13, 2000 between Vyyo Ltd. and Har Hotzvim Properties Ltd.

10.33 Indemnification Agreement among the Registrant and certain selling
stockholders

21.1* Subsidiaries of the Registrant

23.1 Consent of Ernst & Young LLP, Independent Auditors

23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1)

23.3 Consent of Bay Venture Counsel, LLP (included in Exhibit 5.2)

24.1* Power of Attorney (included on original signature page)

27.1* Financial Data Schedule-Six Months ended June 30, 2000

27.2* Financial Data Schedule-Six Months ended June 30, 1999
</TABLE>
--------