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) August 8, 2005

VYYO INC.

(Exact Name of Registrant as Specified in Its Charter)

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

4015 Miranda Avenue, First Floor, Palo Alto, California	94304
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code (650) 319-4000

N/A

(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.

On August 11, 2005, Vyyo Inc. (the “Registrant”) issued a press release announcing its financial results for its second quarter ended June 30, 2005. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety by reference.

The information in this Current Report on Form 8-K and in the accompanying exhibit 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 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Current Report on Form 8-K and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 2.05. Costs Associated with Exit or Disposal Activities.

On August 8, 2005, the Registrant’s management began the implementation of a cost reduction program. The Registrant reviewed the size and composition of its workforce and made adjustments after evaluating a variety of factors. In connection with this cost reduction program, the Registrant will reduce its workforce by approximately 16% (when compared to the workforce levels as of June 30, 2005) in the third quarter of 2005. The Registrant expects to record approximately $0.3 million in a one-time cash severance payment and related expenses. This cost reduction does not require the termination of any contractual obligations or require the Registrant to incur other material associated costs.

Item 9.01. Exhibits.

(c)

Exhibit Number	Description of Exhibit
99.1	Press release of Vyyo Inc. dated August 11, 2005, furnished in accordance with Item 2.02 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: August 11, 2005	By:	/s/ Arik Levi
		Arik Levi
		Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release of Vyyo Inc. dated August 11, 2005, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

4

EX-99.1

Vyyo Reports Second Quarter Fiscal Year 2005 Results

PALO ALTO, Calif., Aug. 11 — Vyyo Inc. (Nasdaq: VYYO), a global supplier of broadband access equipment for cable and private, wireless broadband network solutions, today reported financial results for the second quarter ended June 30, 2005.

For the second quarter of 2005, Vyyo reported sales of $1.2 million, compared to $0.7 million in the first quarter of 2005. Loss for the second quarter of 2005 was $8.2 million or $0.53 per share, compared to a loss of $6.7 million, or $0.44 per share, in the first quarter of 2005. Loss from continuing operations for the second quarter of 2005 was $8.3 million, or $0.54 per share, compared to $7.0 million, or $0.46 per share, in the first quarter of 2005. As of June 30, 2005, Vyyo had cash, cash equivalents and short-term investments of $27.3 million.

“The market drivers for both our cable solutions and our 700 MHz wireless utility solutions continue to materialize,” stated Davidi Gilo, Chairman and Chief Executive Officer of Vyyo. “This is best evidenced by the cable trials, now numbering seven, and the growing traction of our private wireless solution.”

Investor Conference Call

Vyyo will host an investor conference call to discuss the second quarter results on Thursday, August 11, 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 August 14, 2005 by dialing (303) 590-3000 and entering access code 11036042#.

About Vyyo Inc.

Vyyo provides cable and wireless broadband access solutions. Our products are designed for use by utilities, cable television and telecommunication operators, wireless ISPs and enterprise. Our solutions enable utilities to operate secure wireless networks for communications and SCADA (Supervisory Control And Data Acquisition) of their remote assets. Cable television and telecommunication operators, wireless ISPs and enterprise use our DOCSIS-based solutions to deliver telephony (T1/E1), high-speed data, and VOIP to business and residential subscribers. Our cable bandwidth expansion solutions are designed to expand cable operators’ typical HFC (hybrid-fiber coax) network capacity in the “last mile” by up to 2x in the downstream and up to 10x in the upstream, addressing bandwidth demand for T1 and other advanced services. For more information, please visit www.vyyo.com.

Safe Harbor Statement

Statements made in this press release relating to the future, including those regarding the market drivers for our cable solutions and 700 MHz utility solutions, 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 the development stage to deployment and establish commercial relationships with the 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; the current limited visibility available in the telecommunications and broadband access equipment markets; the competitive pricing environment and slower than expected development of broadband wireless opportunities; 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 its broadband wireless products 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, 2004, our quarterly reports on Form 10-Q and other reports filed by us 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

Media Relations

Paul Schneider

PSPR, Inc.

215.702.9784

pspr@att.net

Vyyo Inc.

Condensed Consolidated Statements of Operations

In Thousands, except per common share data

	Three Months Ended June 30, 2005			Three Months Ended March 31, 2005
Revenues	$	1,152		$	704
Cost of revenues:
Cost of products sold *		1,347			694
Amortization of technology		92			92
Total Cost of revenues		1,439			786
Gross loss		(287	)		(82	)
Operating expenses (income):
Research and development		2,858			2,732
Selling and marketing		3,104			2,687
General and administrative, net		1,872			1,476
Amortization of intangible assets		417			417
Restructuring adjustments		(93	)		(315	)
Total operating expenses		8,158			6,997
Operating loss		(8,445	)		(7,079	)
Interest income, net		120			76
Loss from continuing operations		(8,325	)		(7,003	)
Discontinued operations		100			265
Loss for the period	$	(8,225	)	$	(6,738	)
Loss per common share
Continuing operations	$	(0.54	)	$	(0.46	)
Discontinued operations		0.01			0.02
	$	(0.53	)	$	(0.44	)
Weighted average number of common shares outstanding—
Basic and diluted		15,381			15,195

* During the three months ended June 30 2005, the Company recorded a write-down of excess inventory of $0.35 million.

Vyyo Inc.

Condensed Consolidated Balance Sheet

In Thousands

	June 30, 2005		March 31, 2005
Assets
Current Assets:
Cash and cash equivalents and short-term investments	$	27,309	$	34,264
Accounts receivable, net		1,321		724
Inventories		2,899		3,500
Other current assets		1,130		1,208
Total Current Assets		32,659		39,696
Property and Equipment, net		1,758		1,554
Employee rights upon retirement funded		794		759
Intangible Assets		5,784		6,293
Total Assets	$	40,995	$	48,302
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	1,949	$	1,862
Accrued liabilities		6,813		6,433
Total Current Liabilities		8,762		8,295
Liability for employee rights upon retirement		1,552		1,439
Total Stockholders’ Equity		30,681		38,568
Total Liabilities and Stockholders’ Equity	$	40,995	$	48,302