8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

May 12, 2005

Date of Report (Date of earliest event reported)

VYYO INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-30189	94-3241270
(State of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

4015 Miranda Avenue, First Floor

Palo Alto, California 94304

(Address of principal executive offices, including zip code)

(650) 319-4000

(Registrant’s telephone number, including area code)

(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

The information in this current report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this current report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On May 12, 2005, Vyyo Inc. issued a press release announcing its financial results for the quarter ended March 31, 2005. A copy of the press release is furnished as Exhibit 99.1 to this current report.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On May 12, 2005, Vyyo Inc. issued a press release announcing that Michael Corwin, the Company’s President and Chief Operating Officer, will take a leave of absence from the Company for health reasons. Mr. Corwin will remain associated with the Company but will no longer be a reporting person under Section 16 of the Securities Exchange Act of 1934. A copy of the press release is furnished as Exhibit 99.1 to this report.

ITEM 9.01(c). EXHIBITS.

Exhibit Number	Exhibit
99.1	Press release of Vyyo Inc. dated May 12, 2005, furnished in accordance with Items 2.02 and 5.02 of this current report on Form 8-K.

2

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: May 12, 2005	By:	/s/ Arik Levi
		Arik Levi
		Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press release of Vyyo Inc. dated May 12, 2005, furnished in accordance with Items 2.02 and 5.02 of this current report on Form 8-K.

4

EX-99.1

Exhibit 99.1

Vyyo Reports First Quarter 2005 Results

PALO ALTO, Calif., May 12 — Vyyo Inc. (Nasdaq: VYYO), a global supplier of broadband end-to-end solutions for telephony and high-speed data connections, today reported financial results for the first quarter ended March 31, 2005.

For the first quarter of 2005, Vyyo reported sales of $0.7 million, compared to $0.6 million in the fourth quarter of 2004. Loss for the first quarter of 2005 was $6.7 million or $0.44 per share, compared to a loss of $8.5 million, or $0.57 per share, in the fourth quarter of 2004. Loss from continuing operations for the first quarter of 2005 was $7.0 million, or $0.46 per share, compared to $8.6 million, or $0.57 per share, in the fourth quarter of 2004. The decrease in operating expenses in the first quarter of 2005 is mainly due to an income adjustment of $261,000 from stock based compensation compared to a charge of $1.1 million from stock based compensation in the fourth quarter of 2004. As of March 31, 2005, Vyyo had cash, cash equivalents and short-term investments of $34.3 million.

“The reality is that our industry is under attack from the Telco’s aggressive fiber network builds,” stated Davidi Gilo, Chairman and Chief Executive Officer of Vyyo. He continued, “I believe that our technology, proven to double cable’s downstream bandwidth and increase their network’s upstream bandwidth by 10x, is clearly the best solution for our industry to offensively deploy to halt this competitive threat.”

The Company also announced that Michael Corwin, its President and Chief Operating Officer, will be taking a leave of absence for health reasons. Davidi Gilo will assume his responsibilities. Mr. Gilo stated, “We wish Michael a full and speedy recovery and look forward to his returning to the Company as soon as possible.”

Investor Conference Call

The company will host an investor conference call to discuss the first quarter results on Thursday, May 12, 2005 at 1:30 pm Pacific Time, after which management will host a question and answer session. To participate, please log onto www.vyyo.com or dial 303.262.2137 at least 10 minutes prior to the call and ask to be connected to the Vyyo conference call. A webcast will be broadcast live and archived on Vyyo’s web site, www.vyyo.com. A telephone replay will be available through May 16, 2005 by dialing 303.590.3000 and entering access code 11029514#.

About Vyyo Inc.

Vyyo offers broadband end-to-end solutions used by cable and wireless operators to deliver telephony (T1/E1) and high-speed data connections to business and residential subscribers. The technology uses a modified version of the cable industry standard DOCSIS architecture to deliver circuit switched (telephony), as well as voice and data over IP. The company sells systems directly to service providers and systems integrators worldwide. Vyyo’s solutions have been deployed in North America, China, Southeast Asia and other areas of the world. Vyyo is headquartered at 4015 Miranda Avenue, 1st Floor, Palo Alto, CA 94304-1218. More information on the company can be found at www.vyyo.com.

About Xtend Networks a Vyyo Company

Xtend provides cost-efficient, innovative solutions that expand the existing bandwidth of hybrid fiber coax networks up to 3 GHz without affecting traditional residential services. Xtend’s RF technology works in parallel with existing infrastructure to significantly increase upstream and downstream capacity, enabling cable system operators to deploy DOCSIS(R)-based symmetrical T-1 commercial services, HDTV and other bandwidth intensive products. Xtend Networks is a Vyyo company. For more information, please visit www.xtendnetworks.com.

Safe Harbor Statement

Statements made in this press release relating to the future, including those related to the potential for Xtend’s systems to enable (1) voice-grade T-1 service and bandwidth expansion from the existing 860 MHz to 3 GHz; (2) efficient use the 3GHz spectrum in order to deliver incremental 750 MHz for downstream traffic and 500 MHz for upstream traffic; and (3) the cable industry to enhance their networks without a network upgrade, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the current limited visibility available in the telecommunications and broadband access equipment markets; whether Xtend will be able to move from the development stage to deployment and establish commercial relationships with the cable system operators; whether the cable industry will be willing and able to substantially increase the available bandwidth on their networks and do so using Xtend’s alternative technology solution; and other risks set forth in Vyyo’s annual report on Form 10-K for the year ended December 31, 2004 and in other periodic reports filed by Vyyo with the Securities and Exchange Commission from time to time. Vyyo assumes no duty to update these statements.

Contacts:

Investor Relations

Walt Ungerer

Vice President, Corporate Communications

Vyyo, Inc.

650.319.4029

ir@vyyo.com

www.vyyo.com

Vyyo Inc.

Condensed Consolidated Statements of Operations

In Thousands, except per share data

	Three Months Ended March 31, 2005			Three Months Ended December 31, 2004
Revenues	$	704		$	570
Cost of revenues:
Cost of products sold		694			828
Amortization of technology		92			97
Total Cost of revenues		786			925
Gross loss		(82	)		(355	)
Operating expenses (income):
Research and development		2,732			2,564
Selling and marketing		2,687			2,259
General and administrative, net		1,476			2,195
Amortization of intangible assets		417			426
Restructuring adjustments		(315	)		813
Total operating expenses		6,997			8,257
Operating loss		(7,079	)		(8,612	)
Interest income, net		76			34
Loss from continuing operations		(7,003	)		(8,578	)
Discontinued operations		265			56
Loss for the period	$	(6,738	)	$	(8,522	)
Loss per common share
Basic and diluted
Continuing operations	$	(0.46	)	$	(0.57	)
Discontinued operations		0.02			0.00
	$	(0.44	)	$	(0.57	)
Weighted average number of common Shares outstanding - Basic and diluted		15,195			14,950

Vyyo Inc.

Condensed Consolidated Balance Sheet

In Thousands

	March 31, 2005		December 31, 2004
Assets
Current Assets:
Cash and cash equivalents and short-term investments	$	34,264	$	42,212
Accounts receivable, net		724		1,037
Inventories		3,500		3,299
Other		1,208		777
Total Current Assets		39,696		47,325
Property and equipment, net		1,554		1,252
Employee rights upon retirement funded		759		792
Intangible assets		6,293		6,802
Total Assets	$	48,302	$	56,171
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable	$	1,862	$	1,934
Accrued liabilities		6,433		7,545
Total Current Liabilities		8,295		9,479
Liability for employee rights upon retirement		1,439		1,453
Total Shareholders’ Equity		38,568		45,239
Total liabilities and shareholders’ equity	$	48,302	$	56,171