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):  September 27, 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.   Digital Transmission Equipment.
  
            On September 27, 2000 (the "Digitrans Closing Date"), the registrant,
  Terayon Communication Systems, Inc., a Delaware corporation ("Terayon"),
  acquired Digital Transmission Equipment, a California corporation ("Digitrans"),
  pursuant to that certain Stock Purchase Agreement (the "Digitrans Agreement") by
  and among Terayon, Digitrans, The D.W. Thomas Companies, Inc., a California
  corporation and Donald W. Thomas, an individual dated September 27, 2000 (the
  "Digitrans Acquisition").  Digitrans develops, markets and sells digital
  equipment solutions that enable broadcasters, satellite operators and cable
  television system operators to optimize network services.
  
            Pursuant to the Digitrans Agreement, Terayon acquired all outstanding
  shares of capital stock of Digitrans, and Digitrans became a wholly-owned
  subsidiary of Terayon on September 27, 2000 (the "Effective Time"). As
  consideration for the Digitrans Acquisition, the former shareholders and the
  employees of Digitrans received an aggregate of three hundred ninety four
  thousand three hundred twenty nine (394,329) shares of Terayon common stock and
  approximately two hundred ninety three thousand four hundred dollars ($293,400)
  in cash payments as described in the Digitrans Agreement attached hereto as
  Exhibit 2.1. The Digitrans 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.   Mainsail Networks, Inc.
  
            On September 29, 2000 (the "Mainsail Closing Date"), the registrant,
  Terayon Communication Systems, Inc., a Delaware corporation ("Terayon"),
  acquired Mainsail Networks, Inc., a Delaware corporation ("Mainsail"), pursuant
  to that certain Agreement and Plan of Merger and Reorganization among Terayon,
  MN Acquisition Corp., a Delaware corporation, Mainsail and Certain Stockholders
  of Mainsail dated August 1, 2000 (the "Mainsail Acquisition"), as amended by
  that Certain First Amendment to Agreement and Plan of Reorganization dated
  September 29, 2000 (collectively, the "Merger Agreement").
  
            Pursuant to the Merger Agreement, Terayon acquired all outstanding
  shares of capital stock of Mainsail, and Mainsail became a wholly-owned
  subsidiary of Terayon on September 29, 2000 (the "Effective Time").  As
  consideration for the Mainsail Acquisition, the former stockholders of Mainsail
  received an aggregate of three million one hundred thirty seven thousand two
  hundred sixty five (3,137,265) shares of Terayon common stock and approximately
  three million nine hundred nineteen thousand four hundred and  ten dollars in a
  cash payment as described in the Merger Agreement attached hereto as Exhibit
  2.2.  The Mainsail 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.
  <PAGE>
  
  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          Stock Purchase Agreement, dated September 27, 2000, by and
                      among Terayon Communication Systems, Inc., Digital
                      Transmission Equipment, The D.W. Thomas Companies, Inc. and
                      Donald W. Thomas
  
         2.2          Agreement and Plan of Merger and Reorganization, dated
                      September 29, 2000, among Terayon Communication Systems,
                      Inc., MN Acquisition Corp., a Delaware corporation, Mainsail
                      and Certain Stockholders of Mainsail Networks, Inc.
  
         2.3          First Amendment to Agreement and Plan of Merger and
                      Reorganization dated September 29, 2000
  <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:  October 5, 2000            By:  /s/ Shlomo Rakib
                                        -------------------------------------
                                         Shlomo Rakib
                                         President
  <PAGE>
  
                                   EXHIBIT INDEX
                                   -------------
  Exhibit
  Number         Description
  
  2.1            Stock Purchase Agreement, dated September 27, 2000, by and among
                 Terayon Communication Systems, Inc., Digital Transmission
                 Equipment, The D.W. Thomas Companies, Inc. and Donald W. Thomas
  
  2.2            Agreement and Plan of Merger and Reorganization, dated September
                 29, 2000, among Terayon Communication Systems, Inc., MN
                 Acquisition Corp., a Delaware corporation, Mainsail and Certain
                 Stockholders of Mainsail Networks, Inc.
  
  2.3            First Amendment to Agreement and Plan of Merger and
                 Reorganization dated September 29, 2000
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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):  September 27, 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.   Digital Transmission Equipment.
  
            On September 27, 2000 (the "Digitrans Closing Date"), the registrant,
  Terayon Communication Systems, Inc., a Delaware corporation ("Terayon"),
  acquired Digital Transmission Equipment, a California corporation ("Digitrans"),
  pursuant to that certain Stock Purchase Agreement (the "Digitrans Agreement") by
  and among Terayon, Digitrans, The D.W. Thomas Companies, Inc., a California
  corporation and Donald W. Thomas, an individual dated September 27, 2000 (the
  "Digitrans Acquisition").  Digitrans develops, markets and sells digital
  equipment solutions that enable broadcasters, satellite operators and cable
  television system operators to optimize network services.
  
            Pursuant to the Digitrans Agreement, Terayon acquired all outstanding
  shares of capital stock of Digitrans, and Digitrans became a wholly-owned
  subsidiary of Terayon on September 27, 2000 (the "Effective Time"). As
  consideration for the Digitrans Acquisition, the former shareholders and the
  employees of Digitrans received an aggregate of three hundred ninety four
  thousand three hundred twenty nine (394,329) shares of Terayon common stock and
  approximately two hundred ninety three thousand four hundred dollars ($293,400)
  in cash payments as described in the Digitrans Agreement attached hereto as
  Exhibit 2.1. The Digitrans 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.   Mainsail Networks, Inc.
  
            On September 29, 2000 (the "Mainsail Closing Date"), the registrant,
  Terayon Communication Systems, Inc., a Delaware corporation ("Terayon"),
  acquired Mainsail Networks, Inc., a Delaware corporation ("Mainsail"), pursuant
  to that certain Agreement and Plan of Merger and Reorganization among Terayon,
  MN Acquisition Corp., a Delaware corporation, Mainsail and Certain Stockholders
  of Mainsail dated August 1, 2000 (the "Mainsail Acquisition"), as amended by
  that Certain First Amendment to Agreement and Plan of Reorganization dated
  September 29, 2000 (collectively, the "Merger Agreement").
  
            Pursuant to the Merger Agreement, Terayon acquired all outstanding
  shares of capital stock of Mainsail, and Mainsail became a wholly-owned
  subsidiary of Terayon on September 29, 2000 (the "Effective Time").  As
  consideration for the Mainsail Acquisition, the former stockholders of Mainsail
  received an aggregate of three million one hundred thirty seven thousand two
  hundred sixty five (3,137,265) shares of Terayon common stock and approximately
  three million nine hundred nineteen thousand four hundred and  ten dollars in a
  cash payment as described in the Merger Agreement attached hereto as Exhibit
  2.2.  The Mainsail 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          Stock Purchase Agreement, dated September 27, 2000, by and
                      among Terayon Communication Systems, Inc., Digital
                      Transmission Equipment, The D.W. Thomas Companies, Inc. and
                      Donald W. Thomas
  
         2.2          Agreement and Plan of Merger and Reorganization, dated
                      September 29, 2000, among Terayon Communication Systems,
                      Inc., MN Acquisition Corp., a Delaware corporation, Mainsail
                      and Certain Stockholders of Mainsail Networks, Inc.
  
         2.3          First Amendment to Agreement and Plan of Merger and
                      Reorganization dated September 29, 2000
  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:  October 5, 2000            By:  /s/ Shlomo Rakib
                                        -------------------------------------
                                         Shlomo Rakib
                                         President
  EXHIBIT INDEX
                                   -------------
  Exhibit
  Number         Description
  
  2.1            Stock Purchase Agreement, dated September 27, 2000, by and among
                 Terayon Communication Systems, Inc., Digital Transmission
                 Equipment, The D.W. Thomas Companies, Inc. and Donald W. Thomas
  
  2.2            Agreement and Plan of Merger and Reorganization, dated September
                 29, 2000, among Terayon Communication Systems, Inc., MN
                 Acquisition Corp., a Delaware corporation, Mainsail and Certain
                 Stockholders of Mainsail Networks, Inc.
  
  2.3            First Amendment to Agreement and Plan of Merger and
                 Reorganization dated September 29, 2000