As filed with the Securities and Exchange Commission on December 5, 2001
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
TERAYON COMMUNICATION SYSTEMS, INC.
(Name of Subject Company--Issuer and Filing Person--Offeror)
OPTIONS TO PURCHASE COMMON STOCK,
PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
880775 10 1
(CUSIP Number of Class of Securities)
DR. ZAKI RAKIB
CHIEF EXECUTIVE OFFICER
TERAYON COMMUNICATION SYSTEMS, INC.
2952 BUNKER HILL LANE
SANTA CLARA, CALIFORNIA 94954
TELEPHONE: (408) 727-4400
(Name,address and telephone number of person authorized
to receive notices and communications on behalf of
Filing Person)
Copies to:
JAMIE E. CHUNG
JASON S. THRONE
COOLEY GODWARD LLP
ONE MARITIME PLAZA, FLOOR 20
SAN FRANCISCO, CALIFORNIA 94111
TELEPHONE: (415) 693-2000
CALCULATION OF FILING FEE
================================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
--------------------------------------------------------------------------------
$38,103,003.00 $7,621.00
================================================================================
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 12,214,795 shares of common stock of Terayon
Communication Systems, Inc. having an aggregate value of $38,103,003.00 as of
November 5, 2001 will be exchanged pursuant to this offer. The aggregate value
of such options was calculated based on the Black-Scholes option pricing model.
The number of options, the aggregate value of the options and the filing fee are
based on the number of eligible options on November 5, 2001.
** One-fiftieth of 1% of the value of the transaction, pursuant to Rule 0-11 of
the Securities Exchange Act of 1934, as amended.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(a)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR
SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: $7,621.00. FILING PARTY: Terayon Communication Systems, Inc.
FORM OR REGISTRATION NO.: Schedule TO. DATE FILED: November 6, 2001.
[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE
STATEMENT RELATES:
[ ] Third-party tender offer subject to Rule 14d-1.
[X] Issuer tender offer subject to Rule 13e-4.
[ ] Going-private transaction subject to Rule 13e-3.
[ ] Amendment to Schedule 13D under Rule 13d-2.
CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE RESULTS
OF THE TENDER OFFER: [ ]
2.
INTRODUCTORY STATEMENT
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO-1 filed with the Securities and Exchange Commission on November 19,
2001, relating to our offer to exchange certain options to purchase shares of
our Common Stock, par value $0.001 per share upon the terms and subject to the
conditions described in the Offer to Exchange dated November 6, 2001 and revised
on November 19, 2001.
ITEM 12. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
(a)(1)(A)** Offer to Exchange, dated November 6, 2001, revised on November
19, 2001.
(a)(1)(B)* Email correspondence from Zaki Rakib to employees and directors
of Terayon Communication Systems, Inc., dated November 6, 2001.
(a)(1)(C)* Website Log-on Page.
(a)(1)(D)** Website Home Page.
(a)(1)(E)** CEO Letter Page.
(a)(1)(F)** Website Election Form Page.
(a)(1)(G)* Election Form.
(a)(1)(H)** Website Q& A.
(a)(1)(I)* Website Email Page.
(a)(1)(J) Terayon Communication Systems, Inc. Annual Report on Form 10-K405
for its fiscal year ended December 31, 2000, filed with the
Securities and Exchange Commission on April 2, 2001, as amended
by the Form 10-K/A, filed with the Securities and Exchange
Commission on April 30, 2001 and incorporated herein by
reference.
(a)(1)(K) Terayon Communication Systems, Inc. Quarterly Report on Form 10-Q
for its quarter ended March 31, 2001, filed with the Securities
and Exchange Commission on May 15, 2001 and incorporated herein
by reference.
(a)(1)(L) Terayon Communication Systems, Inc. Quarterly Report on Form 10-Q
for its quarter ended June 30, 2001, filed with the Securities
and Exchange Commission on August 14, 2001 and incorporated
herein by reference.
(a)(1)(M) Terayon Communication Systems, Inc. Quarterly Report on Form 10-Q
for its quarter ended September 30, 2001, filed with the
Securities and Exchange Commission on November 14, 2001 and
incorporated herein by reference.
(a)(1)(N)** Email communication from Zaki Rakib to employees and directors of
Terayon Communication Systems, Inc., dated November 19, 2001.
(a)(1)(O)** Email communication to employees and directors of Terayon
Communication Systems, Inc. to be dated and sent on November 26,
2001.
(a)(1)(P)** Form of Email communication to employees and directors of Terayon
Communication Systems, Inc., to be dated and sent on November 29
and 20, 2001 and December 3 and 4.
(a)(1)(Q)** Email communication to employees and directors of Terayon
Communication Systems, Inc. to be dated and sent on December 5,
2001.
(a)(1)(R)** Website Termination Page.
(a)(1)(S) Email communication to employees and directors of Terayon
Communication Systems, Inc., dated December 4, 2001.
(a)(1)(T) Email communication to employees and directors of Terayon
Communication Systems, Inc., dated December 4, 2001.
(b) Not applicable.
(d)(1) Terayon Communication Systems, Inc.'s 1997 Equity Incentive Plan
(filed as Exhibit 10.3 to the Company's Annual Report on Form
10-K405 filed on April 2, 2001 and which Exhibit 10.3 is
incorporated herein by reference).
3.
(d)(2) Terayon Communication Systems, Inc.'s 1998 Non-Employee
Directors' Stock Option Plan (filed as Exhibit 10.4 to the
Company's Registration Statement on Form S-1 filed on June 16,
1998 (File No. 333-56911).
(d)(3) Terayon Communication Systems, Inc.'s 1999 Non-Officer Equity
Incentive Plan (filed as Exhibit 10.16 to the Company's Annual
Report on Form 10-K405 filed on April 2, 2001 and which Exhibit
10.16 is incorporated herein by reference).
(g) Not applicable.
(h) Not applicable.
* previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on November 6, 2001.
** previously filed as an exhibit to the Schedule TO-I filed with the Securities
and Exchange Commission on November 19, 2001.
4.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO is true, complete and correct.
Dated: December 5, 2001
TERAYON COMMUNICATION SYSTEMS, INC.
By: /s/ Zaki Rakib
-------------------------------
Name: Dr. Zaki Rakib
Title: Chief Executive Officer
5.
INDEX OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
(a)(1)(A)** Offer to Exchange, dated November 6, 2001, revised November 19,
2001.
(a)(1)(B)* Email correspondence from Zaki Rakib to employees and directors
of Terayon Communication Systems, Inc., dated November 6, 2001.
(a)(1)(C)* Website Log-on Page.
(a)(1)(D)** Website Home Page.
(a)(1)(E)** CEO Letter Page.
(a)(1)(F)** Website Election Form Page.
(a)(1)(G)* Election Form.
(a)(1)(H)** Website Q& A.
(a)(1)(I)* Website Email Page.
(a)(1)(J) Terayon Communication Systems, Inc. Annual Report on Form 10-K405
for its fiscal year ended December 31, 2000, filed with the
Securities and Exchange Commission on April 2, 2001, as amended
by the Form 10-K/A, filed with the Securities and Exchange
Commission on April 30, 2001 and incorporated herein by
reference.
(a)(1)(K) Terayon Communication Systems, Inc. Quarterly Report on Form 10-Q
for its quarter ended March 31, 2001, filed with the Securities
and Exchange Commission on May 15, 2001 and incorporated herein
by reference.
(a)(1)(L) Terayon Communication Systems, Inc. Quarterly Report on Form 10-Q
for its quarter ended June 30, 2001, filed with the Securities
and Exchange Commission on August 14, 2001 and incorporated
herein by reference.
(a)(1)(M) Terayon Communication Systems, Inc. Quarterly Report on Form 10-Q
for its quarter ended September 30, 2001, filed with the
Securities and Exchange Commission on November 14, 2001 and
incorporated herein by reference.
a)(1)(N)** Email communication from Zaki Rakib to employees and directors of
Terayon Communication Systems, Inc., dated November 19, 2001.
(a)(1)(O)** Email communication to employees and directors of Terayon
Communication Systems, Inc. to be dated and sent on November 26,
2001.
(a)(1)(P)** Form of Email communication to employees and directors of Terayon
Communication Systems, Inc., to be dated and sent on November 29
and 20, 2001 and December 3 and 4.
(a)(1)(Q)** Email communication to employees and directors of Terayon
Communication Systems, Inc. to be dated and sent on December 5,
2001.
(a)(1)(R)** Website Termination Page.
(a)(1)(S) Email communication to employees and directors of Terayon
Communication Systems, Inc., dated December 4, 2001.
(a)(1)(T) Email communication to employees and directors of Terayon
Communication Systems, Inc., dated December 4, 2001.
(b) Not applicable.
(d)(1) Terayon Communication Systems, Inc.'s 1997 Equity Incentive Plan
(filed as Exhibit 10.3 to the Company's Annual Report on Form
10-K405 filed on April 2, 2001 and which Exhibit 10.3 is
incorporated herein by reference).
(d)(2) Terayon Communication Systems, Inc.'s 1998 Non-Employee
Directors' Stock Option Plan (filed as Exhibit 10.4 to the
Company's Registration Statement on Form S-1 filed on June 16,
1998 (File No. 333-56911).
(d)(3) Terayon Communication Systems, Inc.'s 1999 Non-Officer Equity
Incentive Plan (filed as Exhibit 10.16 to the Company's Annual
Report on Form 10-K405 filed on April 2, 2001 and which Exhibit
10.16 is incorporated herein by reference).
(g) Not applicable.
6.
(h) Not applicable.
* previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on November 6, 2001.
** previously filed as an exhibit to the Schedule TO-I filed with the Securities
and Exchange Commission on November 19, 2001.
7.