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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

Date of Report: December 17, 2004
(Date of earliest event reported)

TERAYON COMMUNICATION SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)
         
Delaware   000-24647   77-0328533

 
 
 
 
 
(State or other jurisdiction
of incorporation)
  (Commission
file number)
  (I.R.S. employer
identification no.)

4988 Great America Parkway, Santa Clara, CA 95054
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 235-5500

     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):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


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ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
ITEM 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EXHIBIT 99.1


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ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;

Appointment of Principal Officers.

     On December 17, 2004, Terayon Communication Systems, Inc. (“Terayon”) announced that Edward Lopez will be resigning his position as Terayon’s Senior Vice President, General Counsel and Human Resources effective December 31, 2004. The press release announcing Mr. Lopez’s resignation is attached as Exhibit 99.1

ITEM 9.01 Financial Statements and Exhibits.

  (c)   Exhibits.

Exhibit 99.1  Terayon Announces Resignation of Edward Lopez as General Counsel

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SIGNATURES

     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.
 
 
  By:   /s/ Edward Lopez    
    Edward Lopez   
    Senior Vice President, General Counsel and Human Resources   
 

Date: December 22, 2004

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Exhibit Index

Exhibit 99.1  Terayon Announces Resignation of Edward Lopez as General Counsel