-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SkthcH9DlZ6R7PcVL939ZXYrHtUqjDjrlkx9IGoA7ea0j/LGN3y/PmZtUYMxaH0H rsLAIpN9tn4pbTGAp9bLCw== 0000889812-99-000518.txt : 19990215 0000889812-99-000518.hdr.sgml : 19990215 ACCESSION NUMBER: 0000889812-99-000518 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERAYON COMMUNICATION SYSTEMS CENTRAL INDEX KEY: 0001052303 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 770328533 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-55433 FILM NUMBER: 99535163 BUSINESS ADDRESS: STREET 1: 2952 BUNKER HILL LN CITY: SANTA CLARA STATE: CA ZIP: 95054 MAIL ADDRESS: STREET 1: 2952 BUNKER HILL LN CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEISS PECK & GREER LLC CENTRAL INDEX KEY: 0000732926 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132649199 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE NEW YORK PLZ STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129089500 MAIL ADDRESS: STREET 1: ONE NEW YORK PLAZA STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: WEISS PECK & GREER DATE OF NAME CHANGE: 19940302 SC 13G 1 BENEFICIAL OWNERSHIP STATEMENT --------------------------- OMB APPROVAL --------------------------- UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1999 Washington, D.C. 20549 Estimated average burden hours per response....14.90 --------------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ------------ Terayon Communication Systems, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common - -------------------------------------------------------------------------------- (Title of Class of Securities) 880775101 - -------------------------------------------------------------------------------- (CUSIP Number) (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |X| Rule 13d-1 (b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the ACT but shall be subject to all other provisions of the Act (however, see the Notes). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 1 of 5 pages CUSIP No. 880775101 1. Names of Reporting Persons. PHILIP GREER I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| 3. SEC Use Only 4. Citizenship or Place of Organization NEW YORK Number of 5. Sole Voting Power -0- Shares Bene- ficially owned 6. Shared Voting Power 1,461,300 by Each Reporting 7. Sole Dispositive Power -0- Person With: 8. Shared Dispositive Power 1,461,300 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,461,300 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |X| 11. Percent of Class Represented by Amount in Row (11) 8.3% 12. Type of Reporting Person (See Instructions) BD, IA Page 2 of 5 pages Cusip No. 880775101 Page 3 of 5 Item 1(a). Name of Issuer: Terayon Communication Systems, Inc. Item 1(b). Address of Issuer's Principal Executive Office: 2952 Bunker Hill Lane Santa Clara, CA 95054 Item 2(a). Name of Person Filing: Philip Greer, individually and on behalf of WPG Venture Partners III, L.P. ("WPGVP"), the sole General Partner of Weiss, Peck & Greer Venture Associates III, L.P. ("WPGVA") and WPG Enterprise Fund II, L.P. ("Enterprise"). Item 2(b). Address of Principal Business Office, or if None, Residence: 555 California Street, Suite 3130 San Francisco, CA 94104 Item 2(c). Citizenship: Weiss, Peck & Greer, L.L.C. ("WPG") is a limited liability company, organized under the laws of the State of Delaware. Philip Greer is a citizen of the United States. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 880775101 Item 3. If this statement is Filed Pursuant to Rules 13d-1(b) or 13d-2(b), Check Whether the Person Filing is a: (a) ( X ) Broker or Dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act") (b) ( ) Bank as defined in Section 3(a) (6) of the Act (c) ( ) Insurance Company as defined in Section 3(a) (19) of the Act (d) ( ) Investment Company registered under Section 8 of the Investment Company Act of 1940 (e) ( X ) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Sec. 240.13d-1(b) (1) (ii) (F) (g) ( ) Parent Holding Company, in accordance with Sec. 240.13d-1(b) (ii) (G) (Note: See Item 7) (h) ( ) Group, in accordance with paragraph 240.13d-1(b) (1) (ii) (H) Cusip No. 880775101 Page 4 of 5 Item 4(a)-(c). Ownership: The following information concerning percentages of ownership of outstanding shares of common stock is based on a total of 18,208,000 shares reported to be outstanding by Terayon Communication Systems at January 22, 1999. As of December 31, 1998, WPGVA and Enterprise owned of record 663,430 shares and 797,870 shares, respectively, of Terayon Communication Systems, Inc. common stock ("Common Stock"). The shares owned by WPGVA and Enterprise may be deemed to be beneficially owned, within the meaning of Rule 13d-3, by WPGVP. Mr. Greer, the managing partner of WPGVP, may be deemed to be the beneficial owner of all of the above described shares within the meaning of Rule 13d-3. Accordingly, by reason of the provisions of Rule 13d-3, as of December 31, 1998, Philip Greer may be deemed to own beneficially 1,461,300 shares of Common Stock or approximately 8.03% of the outstanding shares, with shared voting and investment power as to all such shares. Mr. Greer disclaims, pursuant to Rule 13d-4, beneficial ownership of the shares of Common Stock owned of record by WPGVA and Enterprise, except to the extent of his beneficial interest as a partner in WPGVP, or in Jewel Investors, L.L.C., a limited partner in WPGVA and Enterprise. This Schedule 13G is not being filed with respect to the share of Terayon Communication Systems, Inc., which may be owned of record by any general partner of WPGVP, other than Mr. Greer, since no such partner possesses or shares voting or investment power with respect to the shares. Each of such general partners disclaims ownership, pursuant to Rule 13d-3, of the shares of Common Stock owned by the various parties referred to in this Schedule 13G, other than such shares as the respective general partner owns of record, or may be deemed to own by reason of his interest as a partner in the various partnerships described herein. Each of the entities described herein as owning shares of Common Stock disclaims, pursuant to Rule 13d-4, beneficial ownership of such shares as are owned by the other entities described herein. Item 5. Ownership of Five Percent or Less of a Class: Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person: Not applicable. Cusip No. 880775101 Page 5 of 5 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable. Item 8. Identification and Classification of Members of the Group: Not applicable. Item 9. Notice of Dissolution of the Group: Not applicable. Item 10. Certification: By signing below, Richard S. Pollack, General Counsel of WPG, certifies that, to the best of his knowledge and belief, securities referred to above as being held or owned beneficially by Philip Greer were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February10, 1999 WEISS, PECK & GREER, L.L.C. By: /s/ Richard S. Pollack ----------------------- Richard S. Pollack General Counsel Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Philip Greer, has made, constituted and appointed, and by these presents does make, constitute and appoint, Richard S. Pollack his true and lawful attorney-in-fact and agent, for him and in his name, place and stead to execute, acknowledge, deliver and file any and all filings required by Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Schedules 13D and Schedules 13G, hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorney-in-fact named herein. WITNESS THE EXECUTION HEREOF this 10th day of February, 1999 by Philip Greer. /s/ Philip Greer ------------------------------------ Philip Greer STATE OF NEW YORK ) COUNTY OF NEW YORK ) /s/ Michael E. Singer ------------------------------------ Notary Public Michael E. Singer Notary Public, State of New York No. _______43204 Qualified in New York County Commission Expires May 8, 1999 -----END PRIVACY-ENHANCED MESSAGE-----