content: <PAGE>
  
                         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
  
                                  December 3, 2001
                          ---------------------------------
                          (Date of earliest event reported)
  
                                      VYYO INC.
               ------------------------------------------------------
               (Exact name of Registrant as specified in its charter)
  
  
          Delaware                     0-30189                    94-3241270
  --------------------------------------------------------------------------------
  (State of Incorporation)      (Commission File No.)           (IRS Employer
                                                             Identification No.)
  
                      20400 Stevens Creek Boulevard, 8th Floor
                             Cupertino, California 95104
            ------------------------------------------------------------
            (Address of principal executive offices, including zip code)
  
                                   (408) 863-2300
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
  
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  <PAGE>
  
  ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
  (a) On November 28, 2001, and effective on December 3, 2001, the Audit Committee
  and the Board of Directors of Vyyo Inc. (the "Company") approved the dismissal
  of Ernst & Young LLP and the engagement of PricewaterhouseCoopers LLP ("PWC") as
  independent accountants of the Company for the year ended December 31, 2001.
  Ernst & Young LLP's reports on the Company's financial statements for the past
  two years did not contain an adverse opinion or a disclaimer of opinion, nor
  were they qualified or modified as to uncertainty, audit scope or accounting
  principles. During the Company's two most recently completed fiscal years and
  the subsequent interim period preceding the determination to change accountants,
  there were no disagreements with Ernst & Young LLP on any matter of accounting
  principles or practices, financial statement disclosure or auditing scope or
  procedure, which, if not resolved to the satisfaction of Ernst & Young LLP,
  would have caused it to make reference to the subject matter of the disagreement
  in connection with its reports on the Company's financial statements for such
  years. The Company requested Ernst & Young LLP to furnish it with a letter
  addressed to the Securities and Exchange Commission stating whether or not it
  agrees with the above statements. The Company has filed that letter as an
  exhibit to this Form 8-K.
  
  (b) The Company engaged PWC as the Company's new independent accountants
  effective as of December 3, 2001. During the Company's two most recent fiscal
  years and the subsequent interim period prior to engaging PWC, neither the
  Company nor anyone on its behalf consulted with PWC regarding either (i) the
  application of accounting principles to a specific transaction, either completed
  or proposed, or the type of audit opinion that might be rendered on the
  Company's financial statements, and neither a written report nor oral advice was
  provided to the Company by PWC that was an important factor considered by the
  Company in reaching a decision as to any accounting, auditing or financial
  reporting issue; or (ii) any matter that was either the subject of a
  disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
  and the related instructions to Item 304 of Regulation S-K, or a reportable
  event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
  
  ITEM 7.  EXHIBITS
  
       16.   Letter of Ernst & Young LLP regarding Change in Registrant's
             Certifying Accountant
  
                                         2
  
  <PAGE>
  
                                      SIGNATURE
  
           Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the registrant has duly caused this report to be signed on its behalf
  by the undersigned thereunto duly authorized.
  
                                        VYYO INC.
  
  
  
  Date:  December 3, 2001               By:    /s/ Davidi Gilo
                                           ---------------------------------------
                                                   Davidi Gilo,
                                                   Interim Chief Financial Officer
  
                                         3
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metadata_filer: {"company-data": {"conformed-name": "VYYO INC", "cik": "0001104730", "assigned-sic": "3669", "irs-number": "943241270", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30189", "film-number": "1805845"}, "business-address": {"street1": "20400 STEVENS CREEK BLVD", "street2": "8TH FL", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4088632300"}, "mail-address": {"street1": "20400 STEVENS CREEK BLVD 8TH FL", "street2": "C/O VYYO INC", "city": "CUPERTINO", "state": "CA", "zip": "95014"}}
text: 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
  
                                  December 3, 2001
                          ---------------------------------
                          (Date of earliest event reported)
  
                                      VYYO INC.
               ------------------------------------------------------
               (Exact name of Registrant as specified in its charter)
  
          Delaware                     0-30189                    94-3241270
  --------------------------------------------------------------------------------
  (State of Incorporation)      (Commission File No.)           (IRS Employer
                                                             Identification No.)
  
                      20400 Stevens Creek Boulevard, 8th Floor
                             Cupertino, California 95104
            ------------------------------------------------------------
            (Address of principal executive offices, including zip code)
  
                                   (408) 863-2300
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
  
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)
  ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
  (a) On November 28, 2001, and effective on December 3, 2001, the Audit Committee
  and the Board of Directors of Vyyo Inc. (the "Company") approved the dismissal
  of Ernst & Young LLP and the engagement of PricewaterhouseCoopers LLP ("PWC") as
  independent accountants of the Company for the year ended December 31, 2001.
  Ernst & Young LLP's reports on the Company's financial statements for the past
  two years did not contain an adverse opinion or a disclaimer of opinion, nor
  were they qualified or modified as to uncertainty, audit scope or accounting
  principles. During the Company's two most recently completed fiscal years and
  the subsequent interim period preceding the determination to change accountants,
  there were no disagreements with Ernst & Young LLP on any matter of accounting
  principles or practices, financial statement disclosure or auditing scope or
  procedure, which, if not resolved to the satisfaction of Ernst & Young LLP,
  would have caused it to make reference to the subject matter of the disagreement
  in connection with its reports on the Company's financial statements for such
  years. The Company requested Ernst & Young LLP to furnish it with a letter
  addressed to the Securities and Exchange Commission stating whether or not it
  agrees with the above statements. The Company has filed that letter as an
  exhibit to this Form 8-K.
  
  (b) The Company engaged PWC as the Company's new independent accountants
  effective as of December 3, 2001. During the Company's two most recent fiscal
  years and the subsequent interim period prior to engaging PWC, neither the
  Company nor anyone on its behalf consulted with PWC regarding either (i) the
  application of accounting principles to a specific transaction, either completed
  or proposed, or the type of audit opinion that might be rendered on the
  Company's financial statements, and neither a written report nor oral advice was
  provided to the Company by PWC that was an important factor considered by the
  Company in reaching a decision as to any accounting, auditing or financial
  reporting issue; or (ii) any matter that was either the subject of a
  disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
  and the related instructions to Item 304 of Regulation S-K, or a reportable
  event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
  
  ITEM 7.  EXHIBITS
  
       16.   Letter of Ernst & Young LLP regarding Change in Registrant's
             Certifying Accountant
  
                                         2
  SIGNATURE
  
           Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the registrant has duly caused this report to be signed on its behalf
  by the undersigned thereunto duly authorized.
  
                                        VYYO INC.
  
  Date:  December 3, 2001               By:    /s/ Davidi Gilo
                                           ---------------------------------------
                                                   Davidi Gilo,
                                                   Interim Chief Financial Officer
  
                                         3