content: <PAGE>
  
                        SECURITIES EXCHANGE AND 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 (Date of earliest event reported):  April 18, 2000
  
                        Terayon Communication Systems, Inc.
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
                   (State or other jurisdiction of incorporation)
  
              000-24647                              77-0328533
        (Commission File No.)             (I.R.S. Employer Identification No.)
  
                               2952 Bunker Hill Lane
                               Santa Clara, CA 95054
               (Address of principal executive offices and zip code)
  
         Registrant's telephone number, including area code: (408) 727-4400
  <PAGE>
  
  Item 2.  Acquisition or Disposition of Assets.
  
           A.  ComBox Ltd.
  
               On April 18, 2000 (the "ComBox Closing Date"), the registrant,
  Terayon Communication Systems, Inc. ("Terayon"), acquired ComBox Ltd.
  ("ComBox"), pursuant to that certain Share Purchase Agreement (the "ComBox
  Agreement") between and among Terayon, the shareholders of ComBox and ComBox
  dated February 3, 2000 (the "ComBox Acquisition"). ComBox develops, markets and
  sells broadband data systems and satellite communications technology.
  
           Pursuant to the ComBox Agreement, Terayon acquired all outstanding
  shares of capital stock of ComBox, and ComBox became a wholly-owned subsidiary
  of Terayon on April 18, 2000 (the "Effective Time").  As consideration for the
  ComBox Acquisition, the former shareholders of ComBox received an aggregate of
  Seven Hundred Seventy Three Thousand Eight Hundred Eighty Five (773,885) shares
  of Terayon common stock and approximately Two Hundred Fifty Thousand dollars in
  a cash payments as described in the ComBox Agreement attached hereto as Exhibit
  2.1. The ComBox Acquisition is intended to qualify for "purchase" accounting
  treatment under the requirements of Opinion 16 of the Accounting Principles
  Board of the American Institute of Certified Public Accountants ("AICPA") and
  the related published interpretations of the AICPA, the Financial Accounting
  Standards Board and the rules and regulations of the Securities and Exchange
  Commission.
  
           B.  Internet Telecom Ltd.
  
               On April 18, 2000, Terayon through its wholly owned subsidiary
  Telegate Ltd. ("Telegate") acquired all outstanding assets of Internet Telecom
  Ltd. ("Internet Telecom"), pursuant to that certain Asset Purchase Agreement
  (the "Internet Telecom Agreement") between and among Telegate, Terayon and
  Internet Telecom dated March 12, 2000 (the "Internet Telecom Acquisition").
  Internet Telecom develops, markets and supplies PacketCable and other standards-
  bases, voice-over-Internet Protocol systems and technologies.
  
           Under the Internet Telecom Agreement, Telegate will acquire all
  outstanding assets of Internet Telecom.  As consideration for the Internet
  Telecom Acquisition, Internet Telecom and certain former employees of Internet
  Telecom currently employed by Telegate will receive an aggregate of One Hundred
  Eighty Eight Thousand Six Hundred Ninety (188,690) shares of Terayon common
  stock and approximately Two Million dollars in a cash payment as described in
  the Internet Telecom Agreement, attached hereto as Exhibit 2.2.  The Internet
  Telecom Acquisition is intended to qualify for "purchase" accounting treatment
  under the requirements of Opinion 16 of the Accounting Principles Board of the
  American Institute of Certified Public Accountants ("AICPA") and the related
  published interpretations of the AICPA, the Financial Accounting Standards Board
  and the rules and regulations of the Securities and Exchange Commission.
  
           C.  Internet Telecom Ltd.
  
               On April 22, 2000, Terayon acquired certain assets and assumed
  certain liabilities of Tyco Electronics Corporation ("Tyco") through its
  acquisition of the Access Network
  <PAGE>
  
  Electronics Division, an unincorporated division of Tyco ("ANE"), pursuant to
  that certain Amended and Restated Asset Purchase Agreement (the "Tyco
  Agreement") between Terayon and Tyco dated February 10, 2000 (the "ANE
  Acquisition"). ANE develops, markets and produces Digital Subscriber Line (DSL)
  systems that provide multiple phone lines through a single pair of copper wires.
  
           Under the Tyco Agreement, Terayon will acquire certain assets and
  assume certain liabilities of Tyco through its acquisition of ANE.  As
  consideration for the ANE Acquisition, Tyco will receive an aggregate of Seven
  Hundred Two Thousand Two Hundred Seventy Six (702,276) shares of Terayon common
  stock as described in the Internet Telecom Agreement, attached hereto as Exhibit
  2.3.  The ANE Acquisition is intended to qualify for "purchase" accounting
  treatment under the requirements of Opinion 16 of the Accounting Principles
  Board of the American Institute of Certified Public Accountants ("AICPA") and
  the related published interpretations of the AICPA, the Financial Accounting
  Standards Board and the rules and regulations of the Securities and Exchange
  Commission.
  
           D.  Ultracom Communications Holdings (1995) Ltd.
  
               On April 27, 2000 (the "Ultracom Closing Date"), Terayon acquired
  Ultracom Communications Holdings (1995) Ltd. ("Ultracom"), pursuant to that
  certain Share Purchase Agreement (the "Ultracom Agreement") by and among
  Terayon, the shareholders of Ultracom and Ultracom dated March 26, 2000 (the
  "Ultracom Acquisition"). Ultracom develops, markets and sells broadband systems-
  on-silicon.
  
           Pursuant to the Ultracom Agreement, Terayon acquired outstanding
  shares of capital stock of Ultracom, and Ultracom became a wholly-owned
  subsidiary of Terayon on April 18, 2000 (the "Effective Time"). As consideration
  for the Ultracom Acquisition, the former shareholders of Ultracom received an
  aggregate of Two Hundred Sixty Eight Thousand Three Hundred Eighty Three
  (268,383) shares of Terayon common stock and approximately Two Million Seven
  Hundred Fifty Five Thousand Two Hundred Ninety Nine dollars in a cash payment as
  described in the Ultracom Agreement, attached hereto as Exhibit 2.4. The
  Ultracom Acquisition is intended to qualify for "purchase" accounting treatment
  under the requirements of Opinion 16 of the Accounting Principles Board of the
  American Institute of Certified Public Accountants ("AICPA") and the related
  published interpretations of the AICPA, the Financial Accounting Standards Board
  and the rules and regulations of the Securities and Exchange Commission.
  
  Item 7. Financial Statements and Exhibits.
  
       a. The financial statements required by this Item will be filed by
  amendment no later than 60 days after the date of this report.
  
       b. The pro forma financial statements required by this Item will be filed
  by amendment no later than 60 days after this report.
  
       c. The following exhibits are furnished in accordance with the provisions
  of Item 601 of Regulation S-K:
  <PAGE>
  
    Exhibit Number   Exhibit
  
         2.1         Share Purchase Agreement, dated February 3, 2000, by and
                     among Terayon Communication Systems, Inc., the shareholders
                     of ComBox Ltd. and ComBox Ltd.
  
         2.2         Asset Purchase Agreement, dated March 12, 2000, by and among
                     Terayon Communication Systems, Inc., Telegate Ltd. and
                     Internet Telecom Ltd.
  
         2.3         Amended and Restated Asset Purchase Agreement, dated February
                     10, 2000, between Terayon Communication Systems, Inc. and
                     Tyco Electronics Corporation.
  
         2.4         Share Purchase Agreement, dated March 26, 2000, by and among
                     Terayon Communication Systems, Inc., the shareholders of
                     Ultracom Communications Holdings (1995) Ltd. and Ultracom
                     Communications Holdings (1995) Ltd.
  <PAGE>
  
                                     SIGNATURE
  
       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.
  
  
  Dated:  May 3, 2000         By: /s/ Ray M. Fritz
                                 -------------------------------------
                                      Ray M. Fritz
                                      Chief Financial Officer
  <PAGE>
  
                                   EXHIBIT INDEX
  
  Exhibit
  Number         Description
  
  2.1            Share Purchase Agreement, dated February 3, 2000, by and among
                 Terayon Communication Systems, Inc., the shareholders of ComBox
                 Ltd. and ComBox Ltd.
  
  2.2            Asset Purchase Agreement, dated March 12, 2000, by and among
                 Terayon Communication Systems, Inc., Telegate Ltd. and Internet
                 Telecom Ltd.
  
  2.3            Amended and Restated Asset Purchase Agreement, dated February 10,
                 2000, between Terayon Communication Systems, Inc. and Tyco
                 Electronics Corporation.
  
  2.4            Share Purchase Agreement, dated March 26, 2000, by and among
                 Terayon Communication Systems, Inc., the shareholders of Ultracom
                 Communications Holdings (1995) Ltd. and Ultracom Communications
                 Holdings (1995) Ltd.
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text: SECURITIES EXCHANGE AND 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 (Date of earliest event reported):  April 18, 2000
  
                        Terayon Communication Systems, Inc.
               (Exact name of registrant as specified in its charter)
  
                                      Delaware
                   (State or other jurisdiction of incorporation)
  
              000-24647                              77-0328533
        (Commission File No.)             (I.R.S. Employer Identification No.)
  
                               2952 Bunker Hill Lane
                               Santa Clara, CA 95054
               (Address of principal executive offices and zip code)
  
         Registrant's telephone number, including area code: (408) 727-4400
  Item 2.  Acquisition or Disposition of Assets.
  
           A.  ComBox Ltd.
  
               On April 18, 2000 (the "ComBox Closing Date"), the registrant,
  Terayon Communication Systems, Inc. ("Terayon"), acquired ComBox Ltd.
  ("ComBox"), pursuant to that certain Share Purchase Agreement (the "ComBox
  Agreement") between and among Terayon, the shareholders of ComBox and ComBox
  dated February 3, 2000 (the "ComBox Acquisition"). ComBox develops, markets and
  sells broadband data systems and satellite communications technology.
  
           Pursuant to the ComBox Agreement, Terayon acquired all outstanding
  shares of capital stock of ComBox, and ComBox became a wholly-owned subsidiary
  of Terayon on April 18, 2000 (the "Effective Time").  As consideration for the
  ComBox Acquisition, the former shareholders of ComBox received an aggregate of
  Seven Hundred Seventy Three Thousand Eight Hundred Eighty Five (773,885) shares
  of Terayon common stock and approximately Two Hundred Fifty Thousand dollars in
  a cash payments as described in the ComBox Agreement attached hereto as Exhibit
  2.1. The ComBox Acquisition is intended to qualify for "purchase" accounting
  treatment under the requirements of Opinion 16 of the Accounting Principles
  Board of the American Institute of Certified Public Accountants ("AICPA") and
  the related published interpretations of the AICPA, the Financial Accounting
  Standards Board and the rules and regulations of the Securities and Exchange
  Commission.
  
           B.  Internet Telecom Ltd.
  
               On April 18, 2000, Terayon through its wholly owned subsidiary
  Telegate Ltd. ("Telegate") acquired all outstanding assets of Internet Telecom
  Ltd. ("Internet Telecom"), pursuant to that certain Asset Purchase Agreement
  (the "Internet Telecom Agreement") between and among Telegate, Terayon and
  Internet Telecom dated March 12, 2000 (the "Internet Telecom Acquisition").
  Internet Telecom develops, markets and supplies PacketCable and other standards-
  bases, voice-over-Internet Protocol systems and technologies.
  
           Under the Internet Telecom Agreement, Telegate will acquire all
  outstanding assets of Internet Telecom.  As consideration for the Internet
  Telecom Acquisition, Internet Telecom and certain former employees of Internet
  Telecom currently employed by Telegate will receive an aggregate of One Hundred
  Eighty Eight Thousand Six Hundred Ninety (188,690) shares of Terayon common
  stock and approximately Two Million dollars in a cash payment as described in
  the Internet Telecom Agreement, attached hereto as Exhibit 2.2.  The Internet
  Telecom Acquisition is intended to qualify for "purchase" accounting treatment
  under the requirements of Opinion 16 of the Accounting Principles Board of the
  American Institute of Certified Public Accountants ("AICPA") and the related
  published interpretations of the AICPA, the Financial Accounting Standards Board
  and the rules and regulations of the Securities and Exchange Commission.
  
           C.  Internet Telecom Ltd.
  
               On April 22, 2000, Terayon acquired certain assets and assumed
  certain liabilities of Tyco Electronics Corporation ("Tyco") through its
  acquisition of the Access Network
  Electronics Division, an unincorporated division of Tyco ("ANE"), pursuant to
  that certain Amended and Restated Asset Purchase Agreement (the "Tyco
  Agreement") between Terayon and Tyco dated February 10, 2000 (the "ANE
  Acquisition"). ANE develops, markets and produces Digital Subscriber Line (DSL)
  systems that provide multiple phone lines through a single pair of copper wires.
  
           Under the Tyco Agreement, Terayon will acquire certain assets and
  assume certain liabilities of Tyco through its acquisition of ANE.  As
  consideration for the ANE Acquisition, Tyco will receive an aggregate of Seven
  Hundred Two Thousand Two Hundred Seventy Six (702,276) shares of Terayon common
  stock as described in the Internet Telecom Agreement, attached hereto as Exhibit
  2.3.  The ANE Acquisition is intended to qualify for "purchase" accounting
  treatment under the requirements of Opinion 16 of the Accounting Principles
  Board of the American Institute of Certified Public Accountants ("AICPA") and
  the related published interpretations of the AICPA, the Financial Accounting
  Standards Board and the rules and regulations of the Securities and Exchange
  Commission.
  
           D.  Ultracom Communications Holdings (1995) Ltd.
  
               On April 27, 2000 (the "Ultracom Closing Date"), Terayon acquired
  Ultracom Communications Holdings (1995) Ltd. ("Ultracom"), pursuant to that
  certain Share Purchase Agreement (the "Ultracom Agreement") by and among
  Terayon, the shareholders of Ultracom and Ultracom dated March 26, 2000 (the
  "Ultracom Acquisition"). Ultracom develops, markets and sells broadband systems-
  on-silicon.
  
           Pursuant to the Ultracom Agreement, Terayon acquired outstanding
  shares of capital stock of Ultracom, and Ultracom became a wholly-owned
  subsidiary of Terayon on April 18, 2000 (the "Effective Time"). As consideration
  for the Ultracom Acquisition, the former shareholders of Ultracom received an
  aggregate of Two Hundred Sixty Eight Thousand Three Hundred Eighty Three
  (268,383) shares of Terayon common stock and approximately Two Million Seven
  Hundred Fifty Five Thousand Two Hundred Ninety Nine dollars in a cash payment as
  described in the Ultracom Agreement, attached hereto as Exhibit 2.4. The
  Ultracom Acquisition is intended to qualify for "purchase" accounting treatment
  under the requirements of Opinion 16 of the Accounting Principles Board of the
  American Institute of Certified Public Accountants ("AICPA") and the related
  published interpretations of the AICPA, the Financial Accounting Standards Board
  and the rules and regulations of the Securities and Exchange Commission.
  
  Item 7. Financial Statements and Exhibits.
  
       a. The financial statements required by this Item will be filed by
  amendment no later than 60 days after the date of this report.
  
       b. The pro forma financial statements required by this Item will be filed
  by amendment no later than 60 days after this report.
  
       c. The following exhibits are furnished in accordance with the provisions
  of Item 601 of Regulation S-K:
  Exhibit Number   Exhibit
  
         2.1         Share Purchase Agreement, dated February 3, 2000, by and
                     among Terayon Communication Systems, Inc., the shareholders
                     of ComBox Ltd. and ComBox Ltd.
  
         2.2         Asset Purchase Agreement, dated March 12, 2000, by and among
                     Terayon Communication Systems, Inc., Telegate Ltd. and
                     Internet Telecom Ltd.
  
         2.3         Amended and Restated Asset Purchase Agreement, dated February
                     10, 2000, between Terayon Communication Systems, Inc. and
                     Tyco Electronics Corporation.
  
         2.4         Share Purchase Agreement, dated March 26, 2000, by and among
                     Terayon Communication Systems, Inc., the shareholders of
                     Ultracom Communications Holdings (1995) Ltd. and Ultracom
                     Communications Holdings (1995) Ltd.
  SIGNATURE
  
       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.
  
  Dated:  May 3, 2000         By: /s/ Ray M. Fritz
                                 -------------------------------------
                                      Ray M. Fritz
                                      Chief Financial Officer
  EXHIBIT INDEX
  
  Exhibit
  Number         Description
  
  2.1            Share Purchase Agreement, dated February 3, 2000, by and among
                 Terayon Communication Systems, Inc., the shareholders of ComBox
                 Ltd. and ComBox Ltd.
  
  2.2            Asset Purchase Agreement, dated March 12, 2000, by and among
                 Terayon Communication Systems, Inc., Telegate Ltd. and Internet
                 Telecom Ltd.
  
  2.3            Amended and Restated Asset Purchase Agreement, dated February 10,
                 2000, between Terayon Communication Systems, Inc. and Tyco
                 Electronics Corporation.
  
  2.4            Share Purchase Agreement, dated March 26, 2000, by and among
                 Terayon Communication Systems, Inc., the shareholders of Ultracom
                 Communications Holdings (1995) Ltd. and Ultracom Communications
                 Holdings (1995) Ltd.