Filed pursuant to Rule 424(b)(3)
Registration No. 333-48486
PROSPECTUS SUPPLEMENT NO. 2 DATED OCTOBER 22, 2001
TO PROSPECTUS DATED NOVEMBER 7, 2000
TERAYON COMMUNICATION SYSTEMS, INC.
394,329 Shares of Common Stock
Please read this prospectus supplement in conjunction with the prospectus dated
November 7, 2000 (the "Prospectus"). The table on page 19 of the Prospectus
setting for the information concerning the selling stockholders is superseded by
the following table:
SELLING STOCKHOLDERS
In our acquisition of Digitrans, which we consummated in September 2000, we
issued to all of the selling stockholders shares of our common stock, and we
agreed to register all of those shares for resale. We also agreed to use
reasonable efforts to keep the registration statement effective until September
27, 2001. Our registration of the shares of common stock does not necessarily
mean that the selling stockholders will sell all or any of the shares.
The following table sets forth certain information regarding the beneficial
ownership of the common stock, as of October 18, 2001, by each of the selling
stockholders.
The information provided in the table below with respect to each selling
stockholder has been obtained from that selling stockholder. Except as otherwise
disclosed below, none of the selling stockholders has, or within the past three
years has had, any position, office or other material relationship with us.
Because the selling stockholders may sell all or some portion of the shares of
common stock beneficially owned by them, we cannot estimate the number of shares
of common stock that will be beneficially owned by the selling stockholders
after this offering. In addition, the selling stockholders may have sold,
transferred or otherwise disposed of, or may sell, transfer or otherwise dispose
of, at any time or from time to time since the date on which they provided the
information regarding the shares of common stock beneficially owned by them, all
or a portion of the shares of common stock beneficially owned by them in
transactions exempt from the registration requirements of the Securities Act of
1933.
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated
by the Commission under the Securities Exchange Act of 1934. Unless otherwise
noted, each person or group identified possesses sole voting and investment
power with respect to shares, subject to community property laws where
applicable. None of the share amounts set forth below represents more than 1% of
our outstanding stock as of October 18, 2001, adjusted as required by rules
promulgated by the SEC.
---------------------------- -------------------- -------------------------- --------------------------
Selling Number of Shares Number of Shares Shares Held in
Stockholder Being Offered Escrow*
---------------------------- -------------------- -------------------------- --------------------------
The D.W. Thomas 329,406 329,406 32,941
Companies
---------------------------- -------------------- -------------------------- --------------------------
Mason Truluck 23,187 23,187 0
---------------------------- -------------------- -------------------------- --------------------------
Warren Davis, Jr. 20,868 20,868 0
---------------------------- -------------------- -------------------------- --------------------------
Clayton Dore 20,868 20,868 0
---------------------------- -------------------- -------------------------- --------------------------
* 32,941 shares of our common stock are held in the name of Embassy & Co.
pursuant to an Indemnification Escrow Agreement with The D.W. Thomas Companies,
Inc.