8-K

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) November 9, 2006

VYYO INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-30189	94-3241270
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
6625 The Corners Parkway, Suite 100, Norcross, Georgia		30092
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code  (678) 282-8000

6625 The Corners Parkway, Suite 210

Norcross, Georgia 30092

(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))

Item 5.02     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On November 9, 2006, the Board of Directors (the “Board”) of Vyyo Inc. (the “Registrant”) increased the authorized number of directors from eight to nine directors and, upon recommendation of the Registrant’s Nominating Committee, elected Margaret A. Bellville to fill the newly-created vacancy on the Board.  Ms. Bellville is a Class II director whose term will expire upon the election and qualification of directors at the annual meeting of the Registrant’s stockholders to be held in 2008.

On November 9, 2006, in accordance with the Board compensation provisions with respect to new directors, Ms. Bellville was granted options to purchase 25,000 shares of the Registrant’s Common Stock pursuant to the Registrant’s Third Amended and Restated 2000 Employee and Consultant Equity Incentive Plan (the “Plan”), at $3.35, the closing price of the Registrant’s Common Stock on the date of grant.  The options have a 10-year term and vest over a four-year period.  Ms. Bellville also will be entitled to receive other option grants for her service on the Board as described in the Registrant’s proxy statement relating to the annual meting of stockholders held in May 2006.

On November 13, 2006, the Registrant and Ms. Bellville entered into a consulting agreement pursuant to which the Registrant will pay Ms. Bellville $2,000 per month in exchange for providing certain services to the Registrant.  A copy of the consulting agreement is attached hereto as Exhibit 10.1.

On October 18, 2006, prior to Ms. Bellville’s election to the Board, the Registrant entered into an agreement with CarterBaldwin Executive Search Services (“CarterBaldwin”), whereby CarterBaldwin will assist in identifying and selecting candidates for certain executive positions at the Registrant.  Ms. Bellville is a partner at CarterBaldwin.  CarterBaldwin’s fee for such services is a customary percentage of the annual total cash compensation (excluding any equity compensation) for each individual successfully placed with the Registrant (the “Search Fee”).  The Registrant also will pay CarterBaldwin its actual expenses reasonably incurred in connection with its search activities plus indirect support costs.  The agreement with CarterBaldwin contains other provisions normally included in an executive search agreement negotiated on an arms’ length basis.  It is not possible at this time to determine the aggregate amount that the Registrant will pay CarterBaldwin under this agreement as the fee is largely dependent on the successful placement of one or more candidates with the Registrant.

A copy of the press release announcing Ms. Bellville’s appointment is attached hereto as Exhibit 99.1.

Item 9.01.   (d)   Exhibits.

Exhibit Number	Description of Exhibit
10.1	Consulting Agreement with Margaret A. Bellville dated November 13, 2006.
99.1	Press Release of Vyyo Inc. dated November 9, 2006.

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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.

	VYYO INC.
Date: November 16, 2006	By:	/s/ Arik Levi
		Arik Levi
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Consulting Agreement of Margaret A. Bellville dated November 13, 2006.
99.1	Press Release of Vyyo Inc. dated November 9, 2006.

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EX-10.1

EXHIBIT 10.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of November 13, 2006, by and between Vyyo Inc., a Delaware corporation having its principal place of business at 6625 The Corners Parkway, Suite 100, Norcross, Georgia 30092 (collectively with its subsidiaries and affiliates, the “Company”), and Margaret A. Bellville, an individual residing at 1189 West Brookhaven Drive, Atlanta, Georgia 30319 (“Consultant”) (collectively the “Parties” and individually a “Party”). 

1.             Services.  

                a.             Scope of Services.  During the Term (as defined below) of this Agreement, Consultant shall provide services to the Company as described on Exhibit A (the “Services”).  Consultant shall perform the Services in a careful, professional and workmanlike manner and to the best of Consultant’s ability.  The Company reserves the right to reasonably adjust the scope of the Services and Consultant agrees to use its reasonable efforts to accommodate any such change in the scope of the Services.  This Agreement governs the terms and conditions of Consultant’s Services to the Company as set forth in this Agreement and does not affect, and is otherwise unrelated to, Consultant’s membership on the Company’s Board of Directors.

                b.             Loyalty.  Without limiting the other terms of this Agreement, Consultant agrees that Consultant will not use any of the information provided under this Agreement or in connection with the provision of Services, to solicit business from customers of the Company.  In addition, Consultant agrees that Consultant will not make any disparaging comments to any customer of the Company or any other person regarding any Company product or service or indicate that any such product or service is inferior or otherwise deficient when compared to competitive products or services.

2.             Independent Contractor.  It is understood and agreed, and it is the intention of the Parties, that Consultant is an independent contractor, and not the employee, agent, joint venturer or partner of the Company for any purposes whatsoever.  Consultant is not entitled to participate in any plans, arrangements or distributions pertaining to any employee benefits of the Company’s employees.  Consultant shall be entirely and solely responsible for her acts while engaged in the performance of Services hereunder, and shall have no right, power or authority to create any obligation, express or implied, on behalf of the Company.

3.             Compensation.   

a.             Fees.  During the Term, the Company shall pay Consultant Two Thousand Dollars ($2,000) per month, in accordance with the Company’s normal payroll practices.

b.             Expenses.  Consultant shall be reimbursed for all reasonable and necessary expenses incurred in performing the Services that have been approved in advance by the Company. All expenses exceeding $250 per month and any expenses in connection with airfare exceeding $250 per trip shall be approved in writing in advance by the Company.  Reimbursable expenses shall be invoiced to the Company on a monthly basis, together with all supporting documentation required by the Company.  All such expenses shall be billed at Consultant’s actual out-of-pocket cost, without surcharge.  The Company shall reimburse such expenses within 45 days of its receipt of Consultant’s invoice.

c.             Taxes.  Consultant shall be responsible for the payment of all applicable taxes, including, but not limited to, federal income tax, employment taxes and any other taxes and shall indemnify the Company for the same.  In the event the Company is required, or deems it appropriate, to withhold applicable taxes, Consultant shall receive payment net of such withheld taxes.

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4.             Term; Termination. 

a.             Term.  Unless sooner terminated as provided below, the Agreement will continue in effect for a period of one year (the “Term”).  The Term may be extended by mutual agreement of the Parties.

b.             Termination.  Either Party may terminate this Agreement on 30 days prior written notice.  Either Party may terminate this Agreement immediately and without prior notice if the other Party is in breach of any material provision of the Agreement.

c.             Effect of Termination.  Following termination or expiration of this Agreement, the Company shall be obligated to pay Consultant for Services provided through the date of termination or expiration.  Termination of this Agreement for any reason shall not affect the obligations of the Parties under Section 5 of this Agreement entitled “Trade Secrets.”

5.             Trade Secrets.

a.             Definition.  The Parties acknowledge and agree that during the Term of this Agreement and in the course of the discharge of her duties hereunder, Consultant shall have access to and become acquainted with the following information concerning the operation of the Company and the Company’s affiliates, and that of the Company’s clients and customers:  confidential information, future plans, business forecasts, data and other technical information, test data, customer lists, research and development activities, marketing plans and strategies, processes, know-how and other trade secrets and proprietary information (the “Confidential Information”).

b.             Duty of Confidentiality.  Consultant agrees that she shall not disclose any Confidential Information, directly or indirectly, to any other person or use such Confidential Information in any way, either during the Term of this Agreement or at any other time thereafter, except as is required in the course of Consultant’s Services to the Company, or as otherwise required by applicable law.  Consultant further agrees that all files, records, documents, equipment and similar items relating to the Company’s business, whether prepared by Consultant during the term of this Agreement or by others, are and shall remain exclusively the property of the Company.

c.             Excluded Information.  The Parties agree that the prohibitions of this Section 5 shall not apply to any information which:

(i)            At the time of disclosure is in the public domain;

(ii)           After disclosure becomes a part of the public domain through no act or omission of Consultant;

(iii)          Was known by or in the possession of Consultant prior to disclosure by the Company; or

(iv)          Is rightfully received by Consultant from third parties not employed by the Company.

6.             Miscellaneous Provisions.

a.             Notices.  Any notice required to be given pursuant to this Agreement shall be effective only if in writing and delivered personally or by mail.  If given by mail, such notice must be sent by registered or certified mail, postage prepaid, and mailed to the Parties at the addresses set forth on the signature page hereof, or at such other addresses as the Parties may designate from time to time by written notice.  Mailed notices shall be deemed received two business days after the date of deposit in the mail.

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b.             Partial Invalidity.  If any Section of this Agreement or the application thereof to any person or circumstance shall be held to be invalid or unenforceable to any extent, the other Sections of this Agreement (or the application of the invalid Section to persons or circumstances other than those to which it is held invalid or unenforceable) shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law.

c.             Waiver.  No waiver of any right hereunder shall be effective for any purpose unless in writing and signed by the Party hereto possessing said right.  No such waiver shall be construed to be a waiver of any subsequent right, term or provision of this Agreement.

d.             Attorneys’ Fees; Costs.  If any Party to this Agreement institutes any legal action or proceeding against another Party to enforce or construe any of the provisions of this Agreement, or to determine the validity thereof, the Party prevailing in such action or proceeding shall be entitled to recover from the other Party their costs of the action, including as an element of damages reasonable attorneys’ fees, together with such costs and fees incurred in enforcing any judgment or decisions entered therein.

e.             Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, applicable to contracts made and to be performed wholly within the State of Delaware, and without reference to the choice of law principles of the State of Delaware, or any other state.

f.              Arbitration.  Any disputes arising under this Agreement shall be submitted to binding arbitration by one neutral arbitrator associated with JAMS/Endispute who is mutually acceptable to the Parties.  The County of Gwinnett, Georgia, U.S.A. shall be the venue for any proceeding, which proceeding shall be conducted in accordance with the  rules and procedures of JAMS/Endisptue and not by court action, except as provided by Delaware law for judicial review of arbitration proceedings.  Any decision or award entered as a result of such arbitration shall be final and binding upon all Parties.  The filing of a judicial action to enable the recording of a notice of a pending action, for orders of injunction or other provisional remedies, shall not constitute a waiver of the right to arbitrate under this provision.  The Parties agree to the exclusive personal jurisdiction of courts of general jurisdiction in Gwinnett, Georgia, U.S.A., for enforcement of such arbitration awards, agree to accept any service of process by personal service, facsimile, express or overnight mail, or regular mail, return receipt requested, at the address listed below as being binding on such Party and agree to accept such arbitrators and court as being the sole and exclusive forum and venue for hearing such claims, disputes, controversies, breaches or similar events.  The Parties agree to waive any defense of forum non conveniens or improper venue respecting such courts.  The cost of the arbitration shall be borne by the losing Party or in such proportion as the arbitrator shall decide.

g.             Representation by Independent Counsel.  Consultant acknowledges that by signing this Agreement, Consultant is deemed to have consulted with counsel of Consultant’s own choosing in connection with this Agreement.  Each Party represents that they have read this Agreement in full and understands and voluntarily consents to each and every provision contained in this Agreement.

h.             Compliance.   Consultant represents and warrants to the Company that she is not restricted or prohibited from entering into this Agreement and providing the Services contemplated hereby, and that nothing in this Agreement conflicts with any contract or employment obligation of Consultant.  Nothing contained in this Agreement shall require or  permit Consultant or the Company to do any act inconsistent with the requirements of any statue, regulation or rule of the United States, including, but not limited to the Foreign Corrupt Practices Act or any similar law, regulation or rule that may be in effect from time to time, or any contract or employment relationship of the Consultant of which either the Consultant or the Company may become aware in the future.

i.              Entire Agreement.  This Agreement and the attached Exhibit(s) contain the entire agreement and understanding between the Parties related to Consultant’s Services to the Company and supersedes all prior agreements and understandings, oral or written.  No modification, termination or attempted waiver shall be valid unless in writing and signed by Consultant and the Company.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as set forth below.

Date: November 13, 2006	Date: November 13, 2006
Vyyo Inc.	Margaret A. Bellville
66225 The Corners Parkway, Suite 100	1189 West Brookhaven Drive
Norcross, Georgia 30092	Atlanta, Georgia 30319

By:	/s/ Avner Kol	/s/ Margaret A. Bellville
Name:	Avner Kol
Title:	Chief Operating Officer

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EX-99.1

EXHIBIT 99.1

MARGARET BELLVILLE JOINS VYYO BOARD OF DIRECTORS

Norcross, GA (November 9, 2006) – Vyyo Inc. (NASDAQ:  VYYO), a supplier of broadband access equipment for cable and private wireless broadband network solutions, announced today that Margaret “Maggie” Bellville has been named to the company’s Board of Directors.

Bellville, one of the industry’s most respected and recognized senior executives, established a reputation as a leading operations expert at positions with Charter Communications, Cox Communications and Century Communications.  During six years with Cox, she led the company’s new services initiatives, including telephony services, high-speed data and digital video. 

“Throughout her career in cable, Maggie has recognized the potential for existing infrastructure to continue to deliver new technologies and services,” said Davidi Gilo, Chairman and CEO of Vyyo.  “Her expertise and visionary approach will be invaluable as we continue to work with operators on deployments of our 3 GHz Spectrum Overlay and T1 over HFC solutions.”

“Bandwidth and business services are unquestionably two of the most important issues for cable today,” said Bellville.  “I’ve been particularly impressed by how Vyyo’s solutions have demonstrated in the field that they can help large and small operators alike to leverage existing plant to offer new services and generate additional revenues.”

Currently a partner with CarterBaldwin, a national executive search firm, Bellville most recently served as executive vice president and COO of Charter Communications from 2002 to 2004.  From 2001 to 2002, she was president and CEO of Incanta, Inc., a technology-based streaming content start-up based in Atlanta.

During her tenure with Cox from 1995 to 2001, Bellville was responsible for launching high-speed data, residential telephony and digital video throughout the company’s footprint.  As executive vice president, operations, she also developed initiatives to launch commercial broadband services in specific cluster systems, and oversaw the integration of three acquired MSOs into Cox’s operations.  Her success with Cox earned her recognition as Woman of the Year at the National Women in Cable and Telecommunications Gala in 2000.

Bellville entered cable in 1993 as senior vice president, Southwest Division for Century Communications.  Previously she had been a vice president with GTE Wireless/Contel Cellular, Inc. from 1986 to 1993.  She began her career with AT&T Consumer products in 1978.

Bellville holds a B.A. in Social Science from the State University of New York at Binghamton, and is a graduate of the Harvard Business School’s Advanced Management Program.  She is on the Board of Directors of the Academy of Television Arts & Sciences Foundation, and chairs the auction and fundraising efforts of the Cystic Fibrosis Foundation.  She also has been active in a variety of cable organizations throughout her career.

About Vyyo Inc.

Our products are designed for use by cable television and wireless telecommunication operators, wireless internet service providers (ISPs), utilities and enterprise.  Our cable solutions include cable system spectrum overlay solutions designed to expand cable operators’ typical HFC (hybrid-fiber coax) network capacity in the “last mile” by up to 2x in the downstream and 4x or more in the upstream, addressing bandwidth demand for T1 and other

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advanced services.  Our wireless broadband solutions enable utilities and other customers to operate private wireless networks for communications to their remote assets and customers.  Typical applications include high-speed internet services, SCADA (Supervisory Control And Data Acquisition), voice over internet protocol (VoIP) and telephony (T1/E1), all based on modified Data Over Cable System Interface Specification (DOCSIS®) technology.  For more information, please visit www.vyyo.com.

Safe Harbor Statement

Statements made in this press release relating to the future, including those related to the opportunities created for our customers given our ability to provide spectrum overlay and wired and wireless T1 solutions and our ability to dramatically increase upstream and downstream bandwidth, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements involve risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our business and results of operations to differ materially from those expressed or implied by such forward-looking statements.  Risks that may cause these forward-looking statements to be inaccurate include among others:  whether we will be able to move from development stage to deployment and establish commercial relationships with cable system operators; whether we will be able to successfully produce our wireless systems and whether such systems will be adopted and deployed by utilities and other customers; the current limited visibility available in the telecommunications and broadband access equipment markets; the willingness and ability of operators to adopt our new technology and apply it in a manner that meets customer demands; our ability to produce and distribute our broadband wireless and spectrum overlay solutions in the quantities, and with the quality control, desired by the market; and other risks set forth in our annual report on Form 10-K for the year ended December 31, 2005, our quarterly reports on Form 10-Q and other reports filed by us with the Securities and Exchange Commission from time to time. We assume no duty to update these statements.

All trademarks mentioned herein are the property of their respective owners.

DOCSIS is a trademark of Cable Television Laboratories, Inc.

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PUBLIC RELATIONS:	INVESTOR RELATIONS
Paul Schneider	Walt Ungerer
Paul Schneider Public Relations, Inc.	VP, Corporate Communications
(w) 215.702.9784	Vyyo Inc.
(m) 215.817.4384	678.488.0468
pspr@att.net	ir@vyyo.com

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