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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 23, 2007
TERAYON COMMUNICATION SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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000-24647
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77-0328533 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
2450 Walsh Avenue
Santa Clara, California 95051
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (408) 235-5500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
Attached as Exhibit 99.1 is a joint press release issued by Terayon Communication Systems, Inc.
(Terayon or the Company) and Motorola, Inc. (Motorola) on April 23, 2007, regarding the proposed
acquisition of the Company by Motorola.
Attached as Exhibit 99.2 are some Questions and Answers that contain information regarding the
proposed transaction between the Company and Motorola that will be made available to investors and
others.
Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
Additional Information about the Proposed Transaction
In connection with the proposed transaction and required stockholder approval, Terayon
Communication Systems will file with the SEC a preliminary proxy statement and a definitive proxy
statement. The definitive proxy statement will be mailed to the stockholders of Terayon
Communication Systems. TERAYON COMMUNICATION SYSTEMS’ STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND TERAYON COMMUNICATION SYSTEMS. When these
documents become available, investors and security holders may obtain free copies of these
documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In
addition, investors and security holders may also obtain free copies of the documents filed by
Terayon Communication Systems with the SEC by going to Terayon Communication Systems’ Investor
Relations page on its corporate web site at www.Terayon.com.
Terayon Communication Systems and its officers and directors may be deemed to be participants in
the solicitation of proxies from Terayon Communication Systems’ stockholders with respect to the
proposed transaction. Information about Terayon Communication Systems’ executive officers and
directors and their ownership of Terayon Communication Systems’ common stock is set forth in
Terayon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC
on December 29, 2006. Investors and security holders may obtain more detailed information regarding
the direct and indirect interests of Terayon Communication Systems and its respective executive
officers and directors in the acquisition by reading the preliminary and definitive proxy
statements regarding the transaction, which will be filed with the SEC.
In addition, Motorola and its officers and directors may be deemed to be participants in the
solicitation of proxies from Terayon Communication Systems stockholders in favor of the approval of
the proposed transaction. Information concerning Motorola’s directors and executive officers is set
forth in Motorola’s proxy statement for its 2007 Annual Meeting of Stockholders, which was filed
with the SEC on March 2, 2007. This document is available free of charge at the SEC’s web site at
www.sec.gov or by going to Motorola’s Investor Relations page on its corporate web site at
www.motorola.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Description |
99.1
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Joint Press Release, dated April 23, 2007, issued by the Company and Motorola, Inc. |
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99.2
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Questions and Answers relating to Motorola’s proposed acquisition of the Company |
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 hereunto duly authorized.
Date: April 23, 2007
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Terayon Communication Systems, Inc.
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/s/ Mark Richman |
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Name: |
Mark Richman |
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Title: |
Chief Financial Officer |
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EXHIBIT INDEX
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Description |
99.1
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Joint Press Release, dated April 23, 2007, issued by the Company and Motorola, Inc. |
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99.2
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Questions and Answers relating to Motorola’s proposed acquisition of the Company |