TERAYON COMMUNICATION SYSTEMS S-1

S-1

FORM S-1

EX-3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

EX-3.2

AMENDED AND RESTATED BYLAWS OF TERAYON

EX-3.3

CERTIFICATE FILED WITH SECRETARY OF STATE

EX-3.4

FORM OF BYLAWS

EX-3.5

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORP

EX-4.3

REGISTRATION RIGHTS AGREEMENT DATED APRIL 6, 1998

EX-10.1

INDEMNITY AGMT. BETWEEN REGISTRANT & DIRECTORS

EX-10.2

1995 STOCK OPTION PLAN

EX-10.3

1997 EQUITY INCENTIVE PLAN

EX-10.4

1998 EMPLOYEE STOCK PURCHASE PLANS

EX-10.5

1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

EX-10.6

SUPPLY AGREEMENT DATED 3/3/1998

EX-10.7

STRATEGIC PARTNERSHIP DATED 12/4/1996

EX-10.8

MASTER AGREEMENT DATED 12/9/1996

EX-10.9

DEC RESALE AND LICENSE AGREEMENT

EX-10.10

LEASE AGREEMENT DATED JANUARY 23, 1996

EX-10.11

EMPLOYMENT AGREEMENT BETWEEN REGISTRANT & RAKIB

EX-10.12

EMPLOYMENT AGREEMENT BETWEEN REGISTRANT & SHLOMO RAKIB

EX-10.13

CREDIT AGREEMENT BETWEEN REGISTRANT & IMPERIAL

EX-10.14

PRODUCT DEVELOPMENT AGREEMENT DATED JULY 22, 1996

EX-10.15

PROMISSORY NOTE AND STOCK PLEDGE AGREEMENT

EX-10.16

STOCK REPURCHASE BETWEEN REGISTRANT & RAKIB

EX-10.17

STOCK REPURCHASE BETWEEN REGISTRANT & SHLOMO RAKIB

EX-10.18

SERIES A PREFERRED STOCK PURCHASE AGREEMENT

EX-10.19

PROMISSORY NOTE BETWEEN REGISTRANT & LEWIS SOLOMON

EX-10.20

STOCK PLEDGE AGREEMENT BETWEEN REGISTRANT & LEWIS

EX-10.21

ANTI-DILUTION WARRANT

EX-21.1

LIST OF SUBSIDIARIES

EX-23.2

CONSENT OF ERNST & YOUNG

EX-27.1

FINANCIAL DATA SCHEDULE