Filing Pursuant to Rule 424(b)(3)
Registration Statement No. 333-37978
PROSPECTUS SUPPLEMENT NO. 1 DATED FEBRUARY 21, 2001
TO PROSPECTUS DATED JANUARY 3, 2001
TERAYON COMMUNICATION SYSTEMS, INC.
536,766 Shares of Common Stock
Please read this prospectus supplement in conjunction with the prospectus dated
January 3, 2001 (the "Prospectus"). The table on page 19 of the Prospectus
setting forth information concerning the selling stockholders is superseded by
the following table:
SELLING STOCKHOLDERS
In our acquisition of Ultracom which we consummated in April 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 July 5,
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 February 21, 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 February 21, 2001, adjusted as required
by rules promulgated by the SEC.
Number of Shares Being Shares Held in
Selling Stockholder Shares Offered Escrow
---------------------------------------------------------------------------------------------------
Moshe Shahaf 6 6 0
Orckit Communications Ltd. 28,202 28,202 3,206
Investec Clali Trust Company Ltd. (Ziv) 138 138 16
Investec Clali Trust Company Ltd. (Katz) 8 8 0
Howard Strachman 7,998 7,998 910
Jerusalem Pacific Ventures LP 5,000 5,000 3,112
Mofet Israel Technology Fund Ltd. 10,410 10,410 1,184
SVE Star Ventures Enterprises No. III GbR 10,074 10,074 1,146
SVE Star Ventures Enterprises No. IIIA 842 842 96
SVM Star Ventures Managementgesellschaft mbH Nr. 3 & Co. 4,432 4,432 504
Betielgungs KG
SVM Star Ventures Enterprises No. V 34,418 34,418 3,914
Star Management of Investments (1993) LP 6,056 6,056 688
Gilde IV Fund B.V. 18,478 18,478 2,102
One Liberty Fund III L.P. 112 112 12
Unicycle Trading Co. 2,230 2,230 254
Number of Shares Being Shares Held in
Selling Stockholder Shares Offered Escrow
---------------------------------------------------------------------------------------------------
Innovacom 2 7,436 7,436 846
Jerusalem Venture Partners L.P. 161,096 161,096 18,318
Jerusalem Venture Partners (Israel) L.P. 15,586 15,586 1,772
Gemini Israel II LP 50,988 50,988 5,798
Gemini Israel II Parallel Fund LP 40,004 40,004 4,548
Advent PGGM Gemini LP 6,500 6,500 740
Gemini Partner Investors LP 818 818 94
Digital Media & Communications L.P. 5,206 5,206 592
Chin LIN 509 509 0
Aharon Fogel 312 312 0
China Venture Mgmt. 231 231 0
Jay B. Morrison 547 547 0
Bruce J. Bauer 547 547 0
Ygal Ozechor 509 509 0
Mike Loughry 370 370 0
GAN FONDS D'INVESTISSEMENTS TRUST 878 878 0
JVP Corp. 547 547 0
IBBE, LLC 1,413 1,413 0
Gunther Family Trust 774 774 0
1677120 Canada Inc. 46 46 0
Jack Nash 366 366 0
Michael Rosenthal 183 183 0
Nechi Investments Inc. 228 228 0
Franfreluche Investments Inc. 228 228 0
Unicycle Trading Company 2,483 2,483 0
Hebrew University of Jerusalem 1,059 1,059 0
Jerusalem Development Authority 1,059 1,059 0
GAN FONDS D'INVESTISSEMENTS TRUST 4,386 4,386 0
Kwang Hua Development & Investment Ltd. 1,271 1,271 0
HV IPEP II - Partnership Fund LP-1 1,737 1,737 0
HV IPEP II - Parallel Partnership Fund LP-1 111 111 0
HV IPEP II - Partnership Fund LP-2 1,044 1,044 0
HV IPEP II - Parallel Partnership Fund LP-2 67 67 0
Accountant General Govt. of Israel 1,342 1,342 0
Newbury Investors Inc. 46 46 0
Newbury Investors Inc. 81 81 0
Advent International Corporation 2,230 2,230 254
Investec Clali Trust Company Ltd. (as trustee for the 46,018 46,018
employees)