<PAGE> 1
OMB APPROVAL
OMB Number: 3235-0145
Expires: August 31,1999
Estimated average burden
hours per response... 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1) *
TERAYON COMMUNICATION SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON
- --------------------------------------------------------------------------------
(Title of Class of Securities)
880775101
--------------------
(CUSIP Number)
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the ACT
but shall be subject to all other provisions of the Act (however, see the
Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
Page 1 of 3 pages
<PAGE> 2
CUSIP No. 880775101
1. Names of Reporting Persons. PHILIP GREER
I.R.S. Identification Nos. of above persons (entities only). ###-##-####
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization NEW YORK
Number of 5. Sole Voting Power 0
Shares Bene-
ficially owned 6. Shared Voting Power 55,256
by Each
Reporting 7. Sole Dispositive Power 0
Person With:
8. Shared Dispositive Power 55,256
9. Aggregate Amount Beneficially Owned by Each Reporting Person 55,256
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
11. Percent of Class Represented by Amount in Row (11) 0.27%
12. Type of Reporting Person (See Instructions)
BD, IA
Page 2 of 3 pages
<PAGE> 3
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
Instruction: Dissolution of a group requires a response to this item.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above as being held or owned beneficially by Philip Greer
were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 16, 1999
----------------------------------------------------
Date
/s/ Richard S. Pollack
----------------------------------------------------
Signature
Richard S. Pollack, General Counsel
----------------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 3 of 3 pages
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Philip Greer, has
made, constituted and appointed, and by these presents does make, constitute and
appoint, Richard S. Pollack his true and lawful attorney-in-fact and agent, for
him and in his name, place and stead to execute, acknowledge, deliver and file
any and all filings required by Section 13 and Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to, Schedules 13D and Schedules 13G,
hereby ratifying and confirming all that said attorney-in-fact and agent may do
or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney by
the undersigned in favor of persons other than the attorney-in-fact named
herein.
WITNESS THE EXECUTION HEREOF this 16th day of July, 1999 by Philip
Greer.
By: /s/ Philip Greer
------------------------------------
Philip Greer
STATE OF NEW YORK )
COUNTY OF NEW YORK )
By: /s/ Anthony Avicolli
------------------------------------
Notary Public
[SEAL]
