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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1999
Washington, D.C. 20549 Estimated average burden
hours per response....14.90
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Terayon Communication Systems, Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
880775101
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(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 5 pages
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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 1,461,300
by Each
Reporting 7. Sole Dispositive Power -0-
Person With:
8. Shared Dispositive Power 1,461,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,461,300
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) 8.3%
12. Type of Reporting Person (See Instructions)
BD, IA
Page 2 of 5 pages
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Cusip No. 880775101 Page 3 of 5
Item 1(a). Name of Issuer: Terayon Communication Systems, Inc.
Item 1(b). Address of Issuer's Principal Executive Office:
2952 Bunker Hill Lane
Santa Clara, CA 95054
Item 2(a). Name of Person Filing:
Philip Greer, individually and on behalf of WPG Venture
Partners III, L.P. ("WPGVP"), the sole General Partner of
Weiss, Peck & Greer Venture Associates III, L.P. ("WPGVA") and
WPG Enterprise Fund II, L.P. ("Enterprise").
Item 2(b). Address of Principal Business Office, or if None, Residence:
555 California Street, Suite 3130
San Francisco, CA 94104
Item 2(c). Citizenship: Weiss, Peck & Greer, L.L.C. ("WPG") is a limited
liability company, organized under the laws of the State of
Delaware. Philip Greer is a citizen of the United States.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 880775101
Item 3. If this statement is Filed Pursuant to Rules 13d-1(b) or
13d-2(b), Check Whether the Person Filing is a:
(a) ( X ) Broker or Dealer registered under Section 15 of
the Securities Exchange Act of 1934 (the "Act")
(b) ( ) Bank as defined in Section 3(a) (6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a) (19)
of the Act
(d) ( ) Investment Company registered under Section 8 of
the Investment Company Act of 1940
(e) ( X ) Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Sec. 240.13d-1(b) (1) (ii) (F)
(g) ( ) Parent Holding Company, in accordance with Sec.
240.13d-1(b) (ii) (G) (Note: See Item 7)
(h) ( ) Group, in accordance with paragraph 240.13d-1(b)
(1) (ii) (H)
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Cusip No. 880775101 Page 4 of 5
Item 4(a)-(c). Ownership:
The following information concerning percentages of ownership
of outstanding shares of common stock is based on a total of
18,208,000 shares reported to be outstanding by Terayon
Communication Systems at January 22, 1999.
As of December 31, 1998, WPGVA and Enterprise owned of record
663,430 shares and 797,870 shares, respectively, of Terayon
Communication Systems, Inc. common stock ("Common Stock"). The
shares owned by WPGVA and Enterprise may be deemed to be
beneficially owned, within the meaning of Rule 13d-3, by
WPGVP. Mr. Greer, the managing partner of WPGVP, may be deemed
to be the beneficial owner of all of the above described
shares within the meaning of Rule 13d-3.
Accordingly, by reason of the provisions of Rule 13d-3, as of
December 31, 1998, Philip Greer may be deemed to own
beneficially 1,461,300 shares of Common Stock or approximately
8.03% of the outstanding shares, with shared voting and
investment power as to all such shares. Mr. Greer disclaims,
pursuant to Rule 13d-4, beneficial ownership of the shares of
Common Stock owned of record by WPGVA and Enterprise, except
to the extent of his beneficial interest as a partner in
WPGVP, or in Jewel Investors, L.L.C., a limited partner in
WPGVA and Enterprise.
This Schedule 13G is not being filed with respect to the share
of Terayon Communication Systems, Inc., which may be owned of
record by any general partner of WPGVP, other than Mr. Greer,
since no such partner possesses or shares voting or investment
power with respect to the shares. Each of such general
partners disclaims ownership, pursuant to Rule 13d-3, of the
shares of Common Stock owned by the various parties referred
to in this Schedule 13G, other than such shares as the
respective general partner owns of record, or may be deemed to
own by reason of his interest as a partner in the various
partnerships described herein. Each of the entities described
herein as owning shares of Common Stock disclaims, pursuant to
Rule 13d-4, beneficial ownership of such shares as are owned
by the other entities described herein.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not applicable.
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Cusip No. 880775101 Page 5 of 5
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of the Group:
Not applicable.
Item 10. Certification:
By signing below, Richard S. Pollack, General Counsel of WPG, certifies that, to
the best of his knowledge and belief, securities referred to above as being held
or owned beneficially by Philip Greer were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February10, 1999
WEISS, PECK & GREER, L.L.C.
By: /s/ Richard S. Pollack
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Richard S. Pollack
General Counsel
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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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 10th day of February, 1999 by Philip
Greer.
/s/ Philip Greer
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Philip Greer
STATE OF NEW YORK )
COUNTY OF NEW YORK )
/s/ Michael E. Singer
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Notary Public
Michael E. Singer
Notary Public, State of New York
No. _______43204
Qualified in New York County
Commission Expires May 8, 1999
