<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Vyyo Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
918458 10 0
---------------------------------------------
(CUSIP Number)
Bruce P. Johnson
Vyyo Inc.
Cupertino, California 95014
Telephone (408) 863-2300
------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 24, 2000
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on the following pages)
(Page 1 of 5 Pages)
-------------
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).
<PAGE>
CUSIP No. 918458 10 0
--------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Davidi Gilo
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds* PF
--------------------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant To Item 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power 15,609,255
Shares Bene-
ficially Owned ----------------------------------------------------------------
by Each
Reporting 8. Shared Voting Power 6,443
Person With:
----------------------------------------------------------------
9. Sole Dispositive Power 15,609,255
----------------------------------------------------------------
10. Shared Dispositive Power 6,443
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person 15,615,698
----------------------
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11) 43.8%
---------
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
-------------------
--------------------------------------------------------------------------------
2
<PAGE>
SCHEDULE 13D
The following statement on Schedule 13D (the "Statement") with respect to the
common stock, par value $.0001 per share (the "Common Stock"), of Vyyo Inc. (the
"Issuer") is being filed on behalf of Davidi Gilo.
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock of the Issuer, Vyyo
Inc. The Issuer's principal executive offices are located at
20400 Stevens Creek Boulevard, 8th Floor, Cupertino, CA 95014.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed on behalf of Davidi Gilo.
(b) The business address of Davidi Gilo is 20400 Stevens Creek
Boulevard, 8th Floor, Cupertino, CA 95014.
(c) Davidi Gilo's principal employment is with the Issuer where he
currently is the Chairman of the Board and the Chief Executive
Officer. The address of the Issuer is 20400 Stevens Creek
Boulevard, 8th Floor, Cupertino, CA 95014.
(d)-(e) Davidi Gilo has not, during the last five years, been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), nor during such period,
been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding been subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Citizenship: United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 24, 2000, Davidi Gilo purchased through the Gilo Family
Trust U/A/D 1/18/91, 50,000 shares of Vyyo Inc.'s Common Stock
at a purchase price of $13.625 per share, for an aggregate
purchase price of $681,250. Mr. Gilo paid the purchase price
with cash held by the Trust for this purchase.
All of the other shares held by Mr. Gilo and his affiliated
entities were purchased at various times prior to the initial
public offering of Vyyo Inc.'s Common Stock effected in April
2000.
3
<PAGE>
ITEM 4. PURPOSE OF THE TRANSACTION.
Davidi Gilo and his affiliated entities acquired the shares of
Common Stock identified in this Statement for investment
purposes. Davidi Gilo has no proposal or plan which would
result in any of the transactions or events enumerated in
paragraphs (a) through (j) of this Item 4. Notwithstanding the
foregoing, Davidi Gilo reserves the right at any time or from
time to time to acquire additional shares of the capital stock
of the Issuer or to dispose of any shares of capital stock of
the Issuer on terms deemed appropriate by Davidi Gilo.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Statement, Davidi Gilo
beneficially owns an aggregate of 15,615,698 shares of the Issuer's Common
Stock. This number represents 43.8% of the 35,612,099 shares of the Issuer's
Common Stock outstanding as of May 2, 2000, as reported in the Issuer's
quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2000 as
filed with the Securities and Exchange Commission. Of the shares held by Mr.
Gilo, (i) 14,542,995 shares are held by the Gilo Family Trust U/A/D 1/18/91, of
which Mr. Gilo and his wife, Shamaya Gilo, are the trustees; (ii) 1,035,000
shares are held by Mr. Gilo individually; (iii) 31,260 shares are held by
Harmony Management, Inc., of which Mr. Gilo is President and of which Mr. Gilo
and his wife are the sole shareholders, and (iv) 6,443 shares are held by Gilo
Group, LLC, a limited liability company of which Mr. Gilo owns a majority equity
interest and is a member.
(b) Mr. Gilo has sole voting and dispositive power with
respect to the 15,609,255 shares held by the Gilo Family Trust U/A/D 1/18/91, by
Harmony Management, Inc., and by Mr. Gilo individually, subject to applicable
community property laws. Mr. Gilo shares voting and dispositive power with
respect to the 6,443 shares held by the Gilo Group, LLC, with the other members
of the Gilo Group, LLC.
(c) On May 25, 2000, Davidi Gilo purchased through the
Gilo Family Trust U/A/D 1/18/91, 50,000 shares of Vyyo Inc.'s Common Stock at a
purchase price of $13.625 per share, for an aggregate purchase price of
$681,250. The purchase was effected through a broker transaction on the open
market.
(d) No person other than Davidi Gilo has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any of the shares of the Issuer's Common Stock owned or sold
by Davidi Gilo, except that Shamaya Gilo, Mr. Gilo's wife, has such rights as a
beneficiary of the Gilo Family Trust and as an shareholder of Harmony
Management, Inc., and may have additional rights under applicable community
property laws.
(e) Not applicable.
4
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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.
Dated: June 8, 2000
Davidi Gilo
/s/ Davidi Gilo
--------------------------------------
Signature
5
