e8vk
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: February 8, 2005
(Date of earliest event reported)

TERAYON COMMUNICATION SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)
         
Delaware   000-24647   77-0328533
         
(State or other jurisdiction
of incorporation) 		  (Commission
file number) 		  (I.R.S. employer
identification no.)

4988 Great America Parkway, Santa Clara, CA 95054

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:           (408) 235-5500

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Table of Contents

         
  Other Events   Page 3
  Financial Statements and Exhibits   Page 3
      Page 4
 EXHIBIT 99.1

2

Table of Contents

ITEM 8.01 Other Events.

     On February 8, 2005, the Company issued a press release announcing the signing of an Asset Purchase Agreement with ATI Technologies Inc. relating to the sale of certain Company cable modem semiconductor assets. The Company’s press release about the transaction is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

     (c)           Exhibits.

     
Exhibit 99.1
  Press Release of Terayon Communication Systems, Inc., dated February 8, 2005, relating to the signing of an Asset Purchase Agreement with ATI Technologies Inc.

3

Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

         
  Terayon Communication Systems, Inc.
 		  
  By:   /s/ Jerry Chase    
    Jerry Chase   
Date: February 8, 2005    Chief Executive Officer

4

Table of Contents

         

EXHIBIT INDEX

     
Exhibit 99.1
  Press Release of Terayon Communication Systems, Inc., dated February 8, 2005, relating to the signing of an Asset Purchase Agreement with ATI Technologies Inc.

5