S-8

As filed with the Securities and Exchange Commission on May 14, 2003.

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VYYO INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization) 94-3241270 (I.R.S. Employer Identification No.)

20400 Stevens Creek Boulevard, 8^th Floor

Cupertino, California 95014

(408) 863-2300

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Principal Executive Offices)

Second Amended and Restated 2000 Employee and Consultant Equity Incentive Plan

2000 Employee Stock Purchase Plan

(Full Title of the Plans)

Davidi Gilo

Chief Executive Officer

Vyyo Inc.

20400 Stevens Creek Boulevard, 8^th Floor

Cupertino, California 95014

(Name and Address of Agent for Service)

(408) 863-2300

(Telephone Number, including Area Code, of Agent for Service)

Copy to:

Bruce P. Johnson, Esq.

General Counsel

Vyyo Inc.

20400 Stevens Creek Boulevard, Suite 800

Cupertino, CA 95014

(408) 863-2300

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Second Amended and Restated 2000 Employee and Consultant Equity Incentive Plan, Common Stock, par value $0.0001 per share	627,030	$	2.91	(2)	$	1,824,658	$	148
2000 Employee Stock Purchase Plan, Common Stock, par value $0.0001 per share	100,000	$	2.91	(2)	$	291,000	$	24
Total	727,030				$	2,115,658	$	172

1

(1) This Registration Statement shall also cover any additional shares of Common Stock which may become issuable under the Plans being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2) Estimated solely for the purposes of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low sale prices for a share of common stock of Vyyo Inc. as reported on the Nasdaq National Market on May 12, 2003.

The Registration Statement shall become effective upon filing in accordance with Rule 462(a) under the Securities Act.

Pursuant to Instruction E to Form S-8, the Registrant hereby incorporates by reference the contents of Registrant’s Registration Statement on Form S-8 (File No. 333-55958), filed on February 21, 2001.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on the 13th day of May, 2003.

VYYO INC.
By:	/s/    Davidi Gilo
	Davidi Gilo Chief Executive Officer and Chairman of the Board

Each person whose signature appears below hereby constitutes and appoints Davidi Gilo, Bruce P. Johnson and Andrew P. Fradkin, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and additions to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    DAVIDI GILO         Davidi Gilo	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	May 13, 2003
/s/    ARIK LEVI         Arik Levi	Chief Financial Officer (Principle Financial and Accounting Officer)	May 13, 2003
/s/    LEWIS S. BROAD         Lewis S. Broad	Director	May 13, 2003
/s/    NEILL S. BROWNSTEIN         Neill H. Brownstein	Director	May 13, 2003
Avraham Fischer	Director
/s/    JOHN P. GRIFFIN         John P. Griffin	Director	May 13, 2003
/s/    SAMUEL L. KAPLAN         Samuel L. Kaplan	Director	May 13, 2003
/s/    ALAN L. ZIMMERMAN         Alan L. Zimmerman	Director	May 13, 2003

EXHIBIT INDEX

Exhibit Number
5.1	Opinion of Bruce P. Johnson, Esq., General Counsel of Vyyo Inc.
10.1	Second Amended and Restated 2000 Employee and Consultant Equity and Incentive Plan (filed as Exhibit 10.6 to the Vyyo Inc. Registration Statement on Form S-8, file no. 333-67070, and incorporated herein by reference).
10.2	2000 Employee Stock Purchase Plan (filed as Exhibit 10.5 to the Vyyo Inc. Registration Statement on Form S-8, file no. 333-37804, and incorporated herein by reference).
10.3	Amendment to 2000 Employee Stock Purchase Plan, adopted on November 14, 2000 (filed as Exhibit 10.6 to the Vyyo Inc. Annual Report on Form 10-K for the year ended December 31, 2000, filed on February 16, 2001, and incorporated herein by reference).
23.1	Consent of Kesselman & Kesselman CPAs (ISR), a member of PricewaterhouseCoopers International Limited, Independent Auditors
23.2	Consent of Ernst & Young LLP, Independent Auditors
23.3	Consent of Bruce P. Johnson, Esq. (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

EX-5.1

EXHIBIT 5.1

[Letterhead of Vyyo Inc.]

May 13, 2003

Vyyo Inc.

20400 Stevens Creek Boulevard, 8th Floor

Cupertino, California 95014

Re: Vyyo Inc. Form S-8 Registration Statement

Ladies and Gentlemen:

I have acted as counsel to Vyyo Inc., a Delaware corporation (the “Company”), in connection with the registration of 727,030 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable pursuant to the Company’s Second Amended and Restated 2000 Employee and Consultant Equity Incentive Plan and 2000 Employee Stock Purchase Plan, as amended (collectively, the “Plans”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Act”).

In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of (i) the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2003 under the Act; (ii) the Company’s Registration Statement on Form S-8 as filed with the Commission on February 21, 2001 under the Act; (iii) a specimen certificate representing the Common Stock; (iv) the Third Amended and Restated Certificate of Incorporation of the Company, as presently in effect; (v) the Amended and Restated Bylaws of the Company, as presently in effect; (vi) the Plans; and (vii) certain resolutions of the Board of Directors of the Company relating to the issuance and sale of the Shares and related matters. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinions set forth herein. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making my examination of documents executed or to be executed by parties other than the Company, I have assumed that such parties had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. As to any facts material to the opinions expressed herein that I have not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others. In rendering the opinion set forth below, I have assumed that the certificates representing the Shares will be manually signed by one of the authorized officers of the transfer agent and registrar for the Common Stock and registered by such transfer agent and registrar and will conform to the specimen thereof examined by me.

I have also assumed that each award agreement setting forth the terms of each grant of options or other awards under the Plans is consistent with the Plans and has been duly authorized and validly executed and delivered by the parties thereto, and that the consideration received by the Company for the Shares delivered pursuant to the Plans will be in an amount at least equal to the par value of such Shares.

I am admitted to the bar in the State of California, and I do not express any opinion with respect to the law of any jurisdiction other than Delaware corporate law.

Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized for issuance by the Company and, when issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued and, subject to any restrictions imposed by the Plans, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/    BRUCE P. JOHNSON

General Counsel

EX-23.1

EXHIBIT 23.1

CONSENT OF KESSELMAN & KESSELMAN CPAs (ISR), INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Second Amended and Restated 2000 Employee and Consultant Equity Incentive Plan and 2000 Employee Stock Purchase Plan of Vyyo, Inc. of our report dated February 13, 2003, with respect to the consolidated financial statements of Vyyo Inc. for the year ended December 31, 2002, included in Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

/s/    Kesselman & Kesselman CPAs (ISR),

        a member of PricewaterhouseCoopers International Limited

Tel-Aviv, Israel

May 13, 2003

EX-23.2

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Second Amended and Restated 2000 Employee and Consultant Equity Incentive Plan and 2000 Employee Stock Purchase Plan of Vyyo, Inc. of our report dated January 16, 2001, with respect to the consolidated financial statements of Vyyo, Inc. for the year ended December 31, 2000, included in Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

/s/    ERNST & YOUNG LLP

Palo Alto, California

May 13, 2003