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): November 22, 1999
  
  
  
                        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.   Radwiz Ltd.
  
       On November 22, 1999 (the "Radwiz Closing Date"), the registrant, Terayon
  Communication Systems, Inc. ("Terayon"), acquired Radwiz Ltd. ("Radwiz"),
  pursuant to that certain Share Purchase Agreement (the "Radwiz Agreement")
  adopted by Terayon, the shareholders of Radwiz Ltd. and Radwiz Ltd. dated
  October 12, 1999 (the "Radwiz Acquisition"). Radwiz develops, markets and sells
  telecommunication access products to the business market that enable its users
  to access integrated telephony and data over symmetrical DSL lines.
  
       Pursuant to the Radwiz Agreement, Terayon acquired all outstanding shares
  of capital stock of Radwiz, and Radwiz became a wholly-owned subsidiary of
  Terayon on November 22, 1999 (the "Effective Time"). As consideration for the
  Radwiz Acquisition, the former shareholders of Radwiz received an aggregate of
  Nine Hundred Forty Six Thousand One Hundred Fifty Three (946,153) shares of
  Terayon common stock as described in the Radwiz Agreement attached hereto as
  Exhibit 2.1. The Radwiz Agreement provides for the payment by Terayon of
  certain additional consideration to the former shareholders of Radwiz in the
  form of cash or additional shares of Terayon common stock (at Terayon's
  option) in the event that certain pricing conditions relative to the Radwiz
  Acquisition are satisfied. The Radwiz 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.   Telegate Ltd.
  
       On or about December 20, 1999, Terayon intends to acquire Telegate Ltd.
  ("Telegate"), pursuant to that certain Share Purchase Agreement (the "Telegate
  Agreement") adopted by Terayon, the shareholders of Telegate Ltd. and Telegate
  Ltd. dated October 14, 1999 (the "Telegate Acquisition"). Telegate develops,
  manufactures, markets and sells local access systems for public
  telecommunication services over CATV infrastructures.
  
       Under the Telegate Agreement, Terayon will acquire all outstanding shares
  of capital stock of Telegate, and Telegate will become a wholly-owned subsidiary
  of Terayon. As consideration for the Telegate Acquisition, the shareholders of
  Telegate will receive an aggregate of Two Million Two Hundred Thousand
  (2,200,000) shares of Terayon common stock as described in the Telegate
  Agreement attached hereto as Exhibit 2.2. The Telegate 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.
  
                                         2
  <PAGE>
  
       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:
  
                                         3
  <PAGE>
  
            Exhibit Number      Exhibit
  
            2.1                 Share Purchase Agreement, dated October 12, 1999,
                                by and among Terayon Communication Systems, Inc.,
                                the shareholders of Radwiz Ltd. and Radwiz Ltd.
  
            2.2                 Share Purchase Agreement, dated October 14, 1999,
                                among Terayon Communication Systems, Inc., the
                                shareholders of Telegate Ltd. and Telegate Ltd.
  
                                         4
  <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: December 13, 1999             By: /s/ Ray M. Fritz
                                            ----------------------------------
                                            Ray M. Fritz
                                            Chief Financial Officer
  
                                         5
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  Exhibit
  Number    Description
  ------    -----------
  
  2.1       Share Purchase Agreement, dated October 12, 1999, by and among Terayon
            Communication Systems, Inc., the shareholders of Radwiz Ltd. and
            Radwiz Ltd.
  
  2.2       Share Purchase Agreement, dated October 14, 1999, among Terayon
            Communication Systems, Inc., the shareholders of Telegate Ltd. and
            Telegate Ltd.
  
                                         6
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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): November 22, 1999
  
                        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.   Radwiz Ltd.
  
       On November 22, 1999 (the "Radwiz Closing Date"), the registrant, Terayon
  Communication Systems, Inc. ("Terayon"), acquired Radwiz Ltd. ("Radwiz"),
  pursuant to that certain Share Purchase Agreement (the "Radwiz Agreement")
  adopted by Terayon, the shareholders of Radwiz Ltd. and Radwiz Ltd. dated
  October 12, 1999 (the "Radwiz Acquisition"). Radwiz develops, markets and sells
  telecommunication access products to the business market that enable its users
  to access integrated telephony and data over symmetrical DSL lines.
  
       Pursuant to the Radwiz Agreement, Terayon acquired all outstanding shares
  of capital stock of Radwiz, and Radwiz became a wholly-owned subsidiary of
  Terayon on November 22, 1999 (the "Effective Time"). As consideration for the
  Radwiz Acquisition, the former shareholders of Radwiz received an aggregate of
  Nine Hundred Forty Six Thousand One Hundred Fifty Three (946,153) shares of
  Terayon common stock as described in the Radwiz Agreement attached hereto as
  Exhibit 2.1. The Radwiz Agreement provides for the payment by Terayon of
  certain additional consideration to the former shareholders of Radwiz in the
  form of cash or additional shares of Terayon common stock (at Terayon's
  option) in the event that certain pricing conditions relative to the Radwiz
  Acquisition are satisfied. The Radwiz 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.   Telegate Ltd.
  
       On or about December 20, 1999, Terayon intends to acquire Telegate Ltd.
  ("Telegate"), pursuant to that certain Share Purchase Agreement (the "Telegate
  Agreement") adopted by Terayon, the shareholders of Telegate Ltd. and Telegate
  Ltd. dated October 14, 1999 (the "Telegate Acquisition"). Telegate develops,
  manufactures, markets and sells local access systems for public
  telecommunication services over CATV infrastructures.
  
       Under the Telegate Agreement, Terayon will acquire all outstanding shares
  of capital stock of Telegate, and Telegate will become a wholly-owned subsidiary
  of Terayon. As consideration for the Telegate Acquisition, the shareholders of
  Telegate will receive an aggregate of Two Million Two Hundred Thousand
  (2,200,000) shares of Terayon common stock as described in the Telegate
  Agreement attached hereto as Exhibit 2.2. The Telegate 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.
  
                                         2
  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:
  
                                         3
  Exhibit Number      Exhibit
  
            2.1                 Share Purchase Agreement, dated October 12, 1999,
                                by and among Terayon Communication Systems, Inc.,
                                the shareholders of Radwiz Ltd. and Radwiz Ltd.
  
            2.2                 Share Purchase Agreement, dated October 14, 1999,
                                among Terayon Communication Systems, Inc., the
                                shareholders of Telegate Ltd. and Telegate Ltd.
  
                                         4
  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: December 13, 1999             By: /s/ Ray M. Fritz
                                            ----------------------------------
                                            Ray M. Fritz
                                            Chief Financial Officer
  
                                         5
  EXHIBIT INDEX
  
  Exhibit
  Number    Description
  ------    -----------
  
  2.1       Share Purchase Agreement, dated October 12, 1999, by and among Terayon
            Communication Systems, Inc., the shareholders of Radwiz Ltd. and
            Radwiz Ltd.
  
  2.2       Share Purchase Agreement, dated October 14, 1999, among Terayon
            Communication Systems, Inc., the shareholders of Telegate Ltd. and
            Telegate Ltd.
  
                                         6