-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TBLNOGtPSPqu7scq1Ydzc/m0O0p2WmEUsn6mtrTrSpo5gfOEsXx0Y3n0rRDbdtMh ye3T9VcbRofSeQzi02i+yw== 0000929624-01-000419.txt : 20010319 0000929624-01-000419.hdr.sgml : 20010319 ACCESSION NUMBER: 0000929624-01-000419 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010316 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUT SYSTEMS INC CENTRAL INDEX KEY: 0000878436 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 942958543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25291 FILM NUMBER: 1570204 BUSINESS ADDRESS: STREET 1: 5964 W LAS POSITAS CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9256826510 MAIL ADDRESS: STREET 1: 5964 W LAS POSITAS CITY: PLEASANTON STATE: CA ZIP: 94588 8-K 1 0001.txt CURRENT REPORT DATED MARCH 16, 2001 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 Date of Report (Date of earliest event reported): March 16, 2001 ------------------------------ Tut Systems, Inc. ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-25291 94-2958543 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5964 W. Las Positas Blvd., Pleasanton, CA 94588 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (925) 460-3900 ----------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. On March 16, 2001, Tut Systems, Inc. issued a press release stating that it will conduct an option exchange program for its employees. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. -------- 99.1 Press Release dated March 16, 2001. SIGNATURES 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. Dated: March 16, 2001 TUT SYSTEMS, INC. /s/ Nelson B. Caldwell --------------------------------- Name Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit Number Description of Document - ------- ----------------------- 99.1 Press Release dated March 16, 2000. EX-99.1 2 0002.txt PRESS RELEASE DATED MARCH 16, 2001 Exhibit 99.1 Press Release TUT SYSTEMS, INC. TO CONDUCT STOCK OPTION EXCHANGE PROGRAM FOR EMPLOYEES Pleasanton, Calif., March 16, 2001---- Tut Systems, Inc. (Nasdaq: TUTS), a leading provider of multi-service broadband systems for the multi-tenant unit (MTU) market, today announced that it will conduct an option exchange program for certain of its employees. Tut Systems, Inc. is offering employees the opportunity to cancel certain outstanding stock options in return for new options to purchase shares of its common stock equal to the number of options cancelled. These new options will be issued to participants in the exchange program six (6) months and two (2) days from the day this offer ends. The exercise price of the new options will not be determined until the date of grant, and will be set at the closing price reported on the Nasdaq National Market for Tut Systems, Inc. common stock on the date that is six months and one day from the end of the option exchange offer period. All options held by eligible employees currently outstanding under the company's 1992 Stock Plan, 1998 Stock Plan and the 1999 Nonstatutory Stock Plan are included in the option exchange program. If all eligible employees participate in the program, options for a total of 1,711,963 shares of Tut Systems, Inc. common stock will be exchanged for new options. Employees of Tut Systems UK Limited, members of the Board of Directors, Executive officers and vice-presidents of Tut Systems, Inc. will be excluded from the option exchange program. The primary purpose of the option exchange program is to provide employees of Tut Systems, Inc. who hold options that are "out-of-the-money" with an opportunity, so long as they are employees on the date of the replacement grant, to exchange those old options for new stock options to be granted on October 26th, 2001. Employees who choose to cancel options will receive credit for past vesting as well as vesting during the waiting period before the new options are issued. In addition, the vesting period for the new options will be shortened by approximately six months. However, the replacement stock options will not be exercisable prior to October 26, 2001. This exchange offer and the options issuable in connection with it have not been registered under the Securities Act in reliance on Section 3(a) (9) and may not be offered or sold to anyone other than eligible employees. Eligible employees may obtain a copy of the prospectus supplement from Shareholder Services at (925) 201-4212. About Tut Systems, Inc. Tut Systems (NASDAQ: TUTS) is the leading provider of solutions that deliver reliable broadband services within multi-tenant buildings (MTUs) such as hotels, apartments, student housing and multi-tenant commercial properties. In partnership with service providers and real estate investment trusts, Tut's solutions have been deployed in hotel, commercial and residential properties worldwide. More information on Tut and its products, including international availability, can be found at http://www.tutsystems.com, or by contacting Tut's US headquarters in Pleasanton, California, at +1-925-460-3900 or 800-998-4888. Investor queries should be directed to 800-486-1241. Contacts: Nelson Caldwell Amanda Berman Gail Pomerantz Chief Financial Officer Director, Corporate Communications Gail Pomerantz Tut Systems Tut Systems Associates (925) 201-4308 (925) 201-4393 (408) 395-7783 ncaldwell@tutsys.com aberman@tutsys.com gailpomer@aol.com
Tut, the Tut logo, HomeRun and Fast Copper are trademarks of Tut Systems, Inc. All other products or company names mentioned are used for identification purposes only, and may be trademarks of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----