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UNITED STATES SCHEDULE 13D Under the Securities Exchange Act of 1934 Tut Systems, Inc. Common Stock 901103101 John P. Flakne, CFO, Kopp Investment Advisors, 7701 France Ave. So., Suite 500 02/08/07 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ]. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 901103101 Page 1 of 5 l) Name of Reporting Person S.S. or I.R.S. Identification No. of Person Kopp Investment Advisors, LLC 2) Check the appropriate box if a Member of a Group (a) (b) 3) SEC Use Only 4) Source of Funds 00: Client Funds; WC 5) Check Box if Disclosure of Legal Proceedings is Required 6) Citizenship or Place of Organization Minnesota Number of shares Beneficially Owned by Each Reporting Person
With: 7) Sole Voting Power: 8,006,378 8) Shared Voting Power: 0 9) Sole Dispositive Power: 2,123,200 10) Shared Dispositive Power: 6,005,878 11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,129,078 12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 24.0% 14) Type of Reporting Person IA SCHEDULE 13D CUSIP No. 901103101 Page 2 of 5 l) Name of Reporting Person S.S. or I.R.S. Identification No. of Person Kopp Holding Company 2) Check the appropriate box if a Member of a Group (a) (b) 3) SEC Use Only 4) Source of Funds WC 5) Check Box if Disclosure of Legal Proceedings is Required 6) Citizenship or Place of Organization Minnesota Number of shares Beneficially Owned by Each Reporting Person
With: 7) Sole Voting Power: 435,000 8) Shared Voting Power: 0 9) Sole Dispositive Power: 435,000 10) Shared Dispositive Power: 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,564,078 12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 25.3% 14) Type of Reporting Person HC SCHEDULE 13D CUSIP No. 901103101 Page 3 of 5 l) Name of Reporting Person S.S. or I.R.S. Identification No. of Person Kopp Holding Company, LLC 2) Check the appropriate box if a Member of a Group (a) (b) 3) SEC Use Only 4) Source of Funds Not applicable - indirect beneficial ownership 5) Check Box if Disclosure of Legal Proceedings is Required 6) Citizenship or Place of Organization Minnesota Number of shares Beneficially Owned by Each Reporting Person
With: 7) Sole Voting Power: 0 8) Shared Voting Power: 0 9) Sole Dispositive Power: 0 10) Shared Dispositive Power: 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,129,078 12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 24.0% 14) Type of Reporting Person HC SCHEDULE 13D CUSIP No. 901103101 Page 4 of 5 l) Name of Reporting Person S.S. or I.R.S. Identification No. of Person Kopp Emerging Growth Fund 2) Check the appropriate box if a Member of a Group (a) (b) 3) SEC Use Only 4) Source of Funds WC 5) Check Box if Disclosure of Legal Proceedings is Required 6) Citizenship or Place of Organization Minnesota Number of shares Beneficially Owned by Each Reporting Person
With: 7) Sole Voting Power: 0 8) Shared Voting Power: 0 9) Sole Dispositive Power: 0 10) Shared Dispositive Power: 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,123,200 12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 6.3% 14) Type of Reporting Person IV SCHEDULE 13D CUSIP No. 901103101 Page 5 of 5 l) Name of Reporting Person LeRoy C. Kopp 2) Check the appropriate box if a Member of a Group (a) (b) 3) SEC Use Only 4) Source of Funds PF, OO 5) Check Box if Disclosure of Legal Proceedings is Required 6) Citizenship or Place of Organization United States Number of shares Beneficially Owned by Each Reporting Person
With: 7) Sole Voting Power: 3,309,000 8) Shared Voting Power: 0 9) Sole Dispositive Power: 3,309,000 10) Shared Dispositive Power: 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,438,078 12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ] 13) Percent of Class Represented by Amount in Row (11) 33.7% 14) Type of Reporting Person IN Item 1. Security and Issuer This statement relates to the common stock ("Common Stock"), par value $0.001 of
Tut Systems, Inc., a Delaware corporation ("Company"), whose principal
executive offices are located at 6000 SW Meadows Road, Suite 200, Lake Oswego, OR 97035. The approximate
aggregate percentage of shares of Common Stock reported beneficially owned by each person
herein is based on 33,915,171 shares outstanding, which is the total number of shares of
Common Stock outstanding as of November 9, 2006, based on Form 10-Q filed with the Securities and
Exchange Commission on November 14, 2006. Unless otherwise indicated, the
holdings reported herein are as of the close of business
on February 8, 2007. Item 2. Identity and Background (a) This statement is filed by Kopp Investment Advisors, LLC ("KIA") with
respect to shares owned by clients and held in discretionary accounts managed by KIA;
Kopp Holding Company, LLC ("KHCLLC") solely as the parent entity of KIA
and indirect beneficial owner of the shares beneficially owned by KIA; Kopp Emerging Growth Fund ("KEGF")
with respect to shares owned directly by KEGF; Kopp Holding Company (KHC) on its own behalf
and as a controlling person of KHCLLC; and by LeRoy C. Kopp individually with respect
to shares of Common Stock that may be deemed beneficially owned directly by him and indirectly
by him by virtue of his ownership of all of the stock of KHC. The foregoing persons are
sometimes referred to as "Reporting Persons". Certain information concerning
the directors and executive officers of the corporate Reporting Persons is set forth on
Schedule A attached hereto and incorporated herein by reference.
Any disclosures with respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate party. (b) The business address of each of the Reporting Persons and directors and executive
officers is 7701 France Avenue South, Suite 500, Edina, MN 55435. (c) The principal business of KIA is that of an investment advisor managing discretionary
accounts owned by numerous third-party clients, including KEGF, a registered investment
company incorporated under Minnesota law. KHCLLC is a holding company engaged, through
subsidiaries, in the investment industry. The principal occupation of Mr. Kopp is
serving as the chief executive of KHCLLC, KHC and KIA. (d) None of the persons referred to in paragraph (a) above has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations and/or similar
misdemeanors). (e) None of the persons referred to in paragraph (a) above has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws. (f) KIA and KHCLLC are Minnesota limited liability companies. KHC is a Minnesota corporation.
KEGF is a series of Kopp Funds, Inc.,
a Minnesota corporation. Mr. Kopp and all other directors and executive officers
of the Reporting Persons are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration The net investment cost (including commissions, if any) of the shares of Common Stock
directly or indirectly beneficially owned by Mr. Kopp, which includes shares beneficially
owned by the other Reporting Persons, at February 8, 2007, was $26,736,009.52. The shares
beneficially owned by KIA were purchased with the investment
capital of the owners of the discretionary accounts. The shares beneficially owned by KEGF
were purchased with the working capital of the mutual fund. The shares beneficially owned
directly by Mr. Kopp and KHC were purchased with his investment capital or the funds of
a 501(c)(3) corporation. See Item 5 below. Item 4. Purpose of Transaction On December 20, 2006, Motorola, Inc., a Delaware corporation ('Motorola') and the Company
signed a definitive merger agreement (the 'Merger Agreement'), under which Motorola will acquire all
of the outstanding shares of the Companys common stock for $1.15 per share in cash. The transaction has a total equity value of approximately
$39 million on a fully-diluted basis. Concurrently with the execution of the Merger Agreement, Motorola entered into a voting agreement (the 'Voting Agreement') with
KIA, KEGF, KHC, and LeRoy C. Kopp (collectively, the 'Stockholders') pursuant to which each Stockholder
has granted Motorola a proxy to vote their shares of Company common stock (1) in favor of the approval of the merger,
and (2) against (i) any proposal made in opposition to, or in competition with, the Merger Agreement and (ii) any action or agreement that would result in a breach of any representation,
warranty, covenant, agreement or other obligation of the Company in the Merger Agreement. The transaction is subject to customary closing conditions, including regulatory approvals and the approval of the Companys stockholders,
and is expected to be completed in the first quarter of 2007. Upon completion of the transaction, the Company will become a wholly-owned
subsidiary of Motorola and will be integrated into the Motorola Connected Home Solutions business. The foregoing summary of the Voting Agreement is qualified in its entirety by reference to such agreement, a copy of which was filed as an Exhibit to Amendment No. 34 of the Schedule
13D filed by the Reporting Persons on December 29, 2006. Other than as described above, none of the Reporting Persons nor any other person named in Schedule A currently has any plan or proposal that
relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. The shares of Common Stock were not acquired for the purpose, nor with
the effect, of changing or influencing the control of the Company. Neither any of the
Reporting Persons nor any client or shareholder thereof is a member of a "group"
for any purpose. Item 5. Interest in Securities of the Issuer (a) Generally by virtue of limited powers of attorney and/or investment advisory agreements,
KIA is the beneficial owner of 8,129,078 shares, or approximately 24%, of the Common Stock.
KIA manages and votes shares owned by KEGF. By virtue of the relationships described in Item
2 of this statement, KHC, KHCLLC and Mr. Kopp may have indirect beneficial ownership of the shares
beneficially owned by KIA. Mr. Kopp's direct beneficial ownership may comprise Common Stock held by KHC;
held in the Kopp Family Foundation ("KFF"), for which he serves as a director;
held in the LeRoy C. Kopp Individual Retirement Account ("IRA"); held directly by
him or his wife's IRA. KHC is the direct owner of 435,000 shares. The KFF is the direct
owner of 510,000 shares. The IRA's own 1,219,000 shares of the Common Stock, or approximately 4% of the Common Stock.
Mr. Kopp owns directly 1,145,000 shares.
In the aggregate, including the shares beneficially owned by KIA, under Section 13 of
the Securities Act of 1934, Mr. Kopp may be deemed
beneficially to own a total of 11,438,078 shares, or 34%, of the Common Stock. (b) KIA has power to vote 8,006,378 shares of the Common Stock. Pursuant to the
limited powers of attorney granted to KIA by its clients, which generally are terminable
immediately upon notice, KIA in effect shares with the majority of its thousands of
clients the power to dispose of the Common Stock owned individually by them. KIA
has sole power to dispose of 2,123,200 shares. In effect Mr. Kopp has sole power to
dispose of and to vote the Common Stock beneficially owned directly by him and KHC. (c) The identity of the Reporting Person, type of transaction, date, number of shares,
and price per share (excluding commission) for all transactions in the Common Stock by the
Reporting Persons since the last filing of Schedule 13D are set forth on Schedule B attached hereto and
incorporated by reference herein. Substantially all trades by the Reporting Persons are
done in the over-the-counter market. (d) With the exception of the thousands of clients of KIA and the employees of KHC, no person other
than each respective record owner of shares of Common Stock is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds of the sale of
such shares of Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information contained in Item 4 is incorporated herein by reference. Except as disclosed in this Schedule 13D and in the Voting Agreement, there are no contracts, understandings, or relationships between the
Reporting Persons and any third person with respect to the shares of Company common stock. The filing of this Schedule shall NOT be construed as an admission that a
Reporting Person or any other person is a beneficial owner of any shares of Common Stock
for any purpose, including for purposes of Sections 13, 14 or 16 of the Securities Exchange
Act of 1934, as amended from time to time. Item 7. Material to Be Filed as Exhibits Exhibit 1 - Joint Filing Agreement pursuant to Rule 13d-1(k). Signatures After reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete, and correct. Dated: 02/12/07 KOPP INVESTMENT ADVISORS, LLC BY: /s/ John P. Flakne
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 35 )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Edina, MN 55435 (952)841-0400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
I.D. No. 76-0744828
Pursuant to Items 2(d) or 2(e) [ ]
I.D. No. 41-1875362
Pursuant to Items 2(d) or 2(e) [ ]
I.D. No. 52-2421382
Pursuant to Items 2(d) or 2(e) [ ]
I.D. No. 39-1906915
Pursuant to Items 2(d) or 2(e) [ ]
S.S. or I.R.S. Identification No. of Person
Pursuant to Items 2(d) or 2(e) [ ]
TITLE: Chief Financial Officer
KOPP HOLDING COMPANY, LLC
BY: /s/ John P. Flakne
KOPP HOLDING COMPANY
BY: /s/ John P. Flakne
KOPP FUNDS, INC.
BY: /s/ LeRoy C. Kopp
LEROY C. KOPP
/s/ LeRoy C. Kopp
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock (as defined) and to the attachment of this agreement to the Schedule 13D as Exhibit 1 thereto. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 12th day of February 2007.
KOPP INVESTMENT ADVISORS, LLC
BY: /s/ LeRoy C. Kopp
KOPP HOLDING COMPANY, LLC
BY: /s/ LeRoy C. Kopp
KOPP HOLDING COMPANY
BY: /s/ John P. Flakne
KOPP FUNDS, INC.
BY: /s/ LeRoy C. Kopp
LEROY C. KOPP
/s/ LeRoy C. Kopp
Schedule A
List of Directors, Executive Officers, and Control Persons
LeRoy C. Kopp, individually, and as Sole Director and
President of
Kopp Holding Company and as Sole Governor and Chief Executive
Officer of Kopp
Holding Company LLC, Kopp Investment Advisors LLC and Kopp Funds
John P. Flakne as Chief Financial Officer of KIA, KHC, KHCLLC and KEGF
Kopp Investment Advisors - Schedule B
Daily Trade Report
December 11, 2006 thru February 8, 2007
Trade | Reporting | ||||
Date | Person | Activity | Quantity | Symbol | Price |
2/8/2007 | KEGF | SELL | 1000000 | tuts | 1.13 |
2/8/2007 | KIA | SELL | 30000 | tuts | 1.13 |
2/7/2007 | KIA | SELL | 3000 | tuts | 1.13 |
2/5/2007 | KIA | SELL | 2000 | tuts | 1.13 |
2/2/2007 | KIA | SELL | 500 | tuts | 1.13 |
2/2/2007 | KIA | SELL | 75000 | tuts | 1.13 |
2/1/2007 | KIA | SELL | 100000 | tuts | 1.13 |
1/31/2007 | KIA | SELL | 2000 | tuts | 1.13 |
1/26/2007 | KIA | SELL | 5000 | tuts | 1.13 |
1/23/2007 | KIA | SELL | 6500 | tuts | 1.13 |
1/23/2007 | KIA | SELL | 1700 | tuts | 1.13 |
1/23/2007 | KIA | SELL | 1800 | tuts | 1.13 |
1/22/2007 | KIA | SELL | 1000 | tuts | 1.13 |
1/10/2007 | KIA | SELL | 1000 | tuts | 1.12 |
1/4/2007 | KIA | SELL | 10000 | tuts | 1.12 |
12/26/2006 | KIA | SELL | 500 | tuts | 1.12 |
12/21/2006 | KIA | SELL | 800 | tuts | 1.12 |
12/21/2006 | KIA | SELL | 15000 | tuts | 1.12 |
12/21/2006 | KIA | SELL | 1200 | tuts | 1.12 |
12/21/2006 | KIA | SELL | 2000 | tuts | 1.12 |
12/21/2006 | KIA | SELL | 1500 | tuts | 1.12 |
12/20/2006 | KIA | SELL | 1800 | tuts | 0.91 |
12/20/2006 | KIA | SELL | 850 | tuts | 0.94 |
12/18/2006 | KIA | SELL | 2500 | tuts | 0.97 |