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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): March 22, 2006
TERAYON COMMUNICATION SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
         
Delaware
(State or Other Jurisdiction
of Incorporation)
  000-24647
(Commission
File Number)
  77-0328533
(IRS Employer
Identification No.)
4988 Great America Parkway
Santa Clara, California 95054

(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):
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED MARCH 22, 2006
EXHIBIT 99.1


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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 22, 2006, Terayon Communication Systems, Inc. (“Terayon”) received a letter from the staff of The NASDAQ Stock Market notifying Terayon that NASDAQ has not received Terayon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 as required by NASDAQ Marketplace Rule 4310(c)(14), and that this filing delinquency has been referred to the NASDAQ Listing Qualifications Panel as an additional basis for delisting Terayon’s common stock from The NASDAQ National Market.
The foregoing description is qualified in its entirety by reference to the Registrant’s Press Release dated March 28, 2006, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
               (d) Exhibits.
     
Exhibit No.   Description
 
   
99.1
  Press release issued by Terayon Communication Systems, Inc. on March 28, 2006 entitled “Terayon Receives Letter From NASDAQ Regarding Delayed Filing of Form 10-K”

 


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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: March 28, 2006
         
  Terayon Communication Systems, Inc.
 
 
  By:   /s/ Mark Richman    
    Name:   Mark Richman   
    Title:   Chief Financial Officer   
 

 


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INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED MARCH 22, 2006
     
Exhibit   Description
 
   
99.1
  Press release issued by Terayon Communication Systems, Inc. on March 28, 2006 entitled “Terayon Receives Letter From NASDAQ Regarding Delayed Filing of Form 10-K”