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):  December 22, 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 5.  Other Information.
  
           On December 22, 2000, the registrant, Terayon Communication Systems,
  Inc., a Delaware corporation ("Terayon"), acquired TrueChat, Inc., a Colorado
  corporation ("TrueChat"), pursuant to that certain Agreement and Plan of Merger
  and Reorganization, dated December 20, 2000, by and among Terayon, True
  Acquisition, Inc., a Delaware corporation, and TrueChat (the "Merger
  Agreement").
  
           Pursuant to the Merger Agreement, attached hereto as Exhibit 2.1,
  Terayon acquired all outstanding shares of capital stock of TrueChat, and
  TrueChat became a wholly owned subsidiary of Terayon on December 22, 2000. As
  consideration for the acquisition of TrueChat, the former stockholders of
  TrueChat received an aggregate of five hundred thirty four thousand four hundred
  eighty seven (534,487) shares of Terayon common stock and approximately two
  hundred nine thousand nine hundred twenty eight ($209,928) in a cash payment for
  then-outstanding loan indebtedness as described in the Merger Agreement. In
  addition, the former option holders received options to purchase an aggregate of
  one hundred twenty six thousand sixty one (126,061) shares of Terayon common
  stock.
  
  Item 7.  Financial Statements, Pro Form Financial Information and Exhibits.
  
           c.    Exhibits
  
           2.1   Agreement and Plan of Merger and Reorganization, dated December
                 20, 2000, by and among Terayon Communication Systems, Inc., True
                 Acquisition, Inc. and TrueChat, Inc.
  <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:  January 9, 2001           By:    /s/ Dr. Zaki Rakib
                                           ------------------
                                           Dr. Zaki Rakib
                                           Chief Executive Officer
  <PAGE>
  
                                   EXHIBIT INDEX
  
  Exhibit Number           Description
  
       2.1                 Agreement and Plan of Merger and Reorganization, dated
                           December 20, 2000, by and among Terayon Communication
                           Systems, Inc., True Acquisition, Inc. and TrueChat,
                           Inc.
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metadata_filer: {"company-data": {"conformed-name": "TERAYON COMMUNICATION SYSTEMS", "cik": "0001052303", "assigned-sic": "3661", "irs-number": "770328533", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24647", "film-number": "1504872"}, "business-address": {"street1": "2952 BUNKER HILL LN", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4087274400"}, "mail-address": {"street1": "2952 BUNKER HILL LN", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
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):  December 22, 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 5.  Other Information.
  
           On December 22, 2000, the registrant, Terayon Communication Systems,
  Inc., a Delaware corporation ("Terayon"), acquired TrueChat, Inc., a Colorado
  corporation ("TrueChat"), pursuant to that certain Agreement and Plan of Merger
  and Reorganization, dated December 20, 2000, by and among Terayon, True
  Acquisition, Inc., a Delaware corporation, and TrueChat (the "Merger
  Agreement").
  
           Pursuant to the Merger Agreement, attached hereto as Exhibit 2.1,
  Terayon acquired all outstanding shares of capital stock of TrueChat, and
  TrueChat became a wholly owned subsidiary of Terayon on December 22, 2000. As
  consideration for the acquisition of TrueChat, the former stockholders of
  TrueChat received an aggregate of five hundred thirty four thousand four hundred
  eighty seven (534,487) shares of Terayon common stock and approximately two
  hundred nine thousand nine hundred twenty eight ($209,928) in a cash payment for
  then-outstanding loan indebtedness as described in the Merger Agreement. In
  addition, the former option holders received options to purchase an aggregate of
  one hundred twenty six thousand sixty one (126,061) shares of Terayon common
  stock.
  
  Item 7.  Financial Statements, Pro Form Financial Information and Exhibits.
  
           c.    Exhibits
  
           2.1   Agreement and Plan of Merger and Reorganization, dated December
                 20, 2000, by and among Terayon Communication Systems, Inc., True
                 Acquisition, Inc. and TrueChat, Inc.
  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:  January 9, 2001           By:    /s/ Dr. Zaki Rakib
                                           ------------------
                                           Dr. Zaki Rakib
                                           Chief Executive Officer
  EXHIBIT INDEX
  
  Exhibit Number           Description
  
       2.1                 Agreement and Plan of Merger and Reorganization, dated
                           December 20, 2000, by and among Terayon Communication
                           Systems, Inc., True Acquisition, Inc. and TrueChat,
                           Inc.