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): March 30, 2007

TUT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-25291	94-2958543
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
6000 SW Meadows Road, Suite 200, Lake Oswego, Oregon		97035
(Address of principal executive offices)		(Zip Code)

(971) 217-0400

(Registrant’s telephone number, including area code)

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:

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))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 6, 2007, stockholders of Tut Systems, Inc. (“Tut”) approved and adopted the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 20, 2006, by and among Motorola, Inc. (“Motorola”), Motorola GTG Subsidiary V Corp. (“Merger Sub”), a wholly-owned subsidiary of Motorola, and Tut, which contemplated that Merger Sub will merge with and into Tut (the “Merger”), with Tut surviving the Merger as a wholly-owned subsidiary of Motorola. On March 30, 2007, the Merger was consummated. Pursuant to the terms of the Merger Agreement, former Tut common stockholders are entitled to receive $1.15 in cash, without interest, in exchange for each share of Tut common stock, par value $0.001 per share (the “Common Stock”), outstanding immediately prior to the effective time of the Merger. A copy of the press release dated March 30, 2007, announcing the Merger, is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in Item 2.01 of this Current Report is incorporated by reference herein. As a result of the closing of the Merger, on March 30, 2007, Tut notified the Nasdaq Stock Market LLC (“Nasdaq”) that shares of Tut Common Stock, par value $0.001, had been converted into the right to receive $1.15 in cash, without interest, and requested that Nasdaq cease listing Tut’s Common Stock.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 2.01 of this Current Report is incorporated by reference herein. In accordance with the terms of the Merger Agreement, on March 30, 2007, at the effective time of the Merger, (i) each share of Tut’s Common Stock outstanding immediately prior to the effective time of the Merger was converted into the right to receive $1.15 in cash without interest and (ii) each stock option granted by Tut outstanding immediately prior to the effective time of the Merger was cancelled in exchange for a cash payment equal to the excess, if any, of $1.15 over the per share exercise price of the option, multiplied by the total number of shares of stock subject to the option, less applicable withholding taxes.

Item 5.01 Changes in Control of Registrant.

The information set forth in Item 2.01 of this Current Report is incorporated by reference herein. At the effective time of the Merger, Merger Sub was merged with and into Tut, and as a result of the Merger, Tut became a wholly-owned subsidiary of Motorola.

Item 9.01 Financial Statements and Exhibits.

Number	Exhibit
99.1	Press Release dated March 30, 2007.

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.

Date: March 30, 2007
		TUT SYSTEMS, INC.
	By:	/s/ Michelle M. Warner
		Michelle M. Warner, Assistant Secretary

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release dated March 30, 2007.

EX-99.1

EXHIBIT 99.1

Motorola Completes Acquisition of Tut Systems, Inc.

SCHAUMBURG, Ill. – 30 March 2007 — Motorola, Inc. (NYSE: MOT) announced that it has completed its acquisition of Tut Systems, Inc. (Nasdaq: TUTS). The transaction has a total equity value of approximately $39 million on a fully diluted basis.

Tut Systems delivers industry-leading content processing and distribution products for deploying next-generation video and Internet Protocol (IP) services over broadband networks. More than 160 service providers including telecommunications carriers, cable operators, entertainment companies and government agencies worldwide use Tut Systems products.

The integration of Tut Systems’ solutions with Motorola’s industry-leading digital video delivery solutions will expand Motorola’s ability to help service providers deploy advanced video services over IP, ATM, or RF-based network architectures. Motorola currently has deployed 2,060 digital video networks and more than 50 million digital video set tops worldwide.

As previously announced on December 21, 2006, the two companies signed a definitive merger agreement under which Motorola has now acquired all of the outstanding shares of Tut Systems common stock. The transaction was approved by the stockholders of Tut Systems on March 6, 2007 and was completed today. With the completion of the transaction, trading in Tut Systems common stock will be suspended at the close of business today.

About Tut Systems, Inc.

Tut Systems, Inc. delivers advanced content processing and distribution products as well as comprehensive system integration services for deploying next-generation data and video services over broadband networks. Service providers, content providers and government agencies worldwide use Tut Systems solutions to deliver broadcast-quality video over broadband networks.

Tut Systems is headquartered in Lake Oswego, OR. For more information, visit http://www.tutsys.com or call (971) 217-0400.

About Motorola

Motorola is known around the world for innovation and leadership in wireless and broadband communications. Inspired by our vision of Seamless Mobility, the people of Motorola are committed to helping you get and stay connected simply and seamlessly to the people, information, and entertainment that you want and need. We do this by designing and delivering “must have” products, “must do” experiences and powerful networks — along with a full complement of support services. A Fortune 100 company with global presence and impact, Motorola had sales of US $42.9 billion in 2006. For more information about our company, our people and our innovations, please visit http://www.Motorola.com.

Forward Looking Statements

Certain statements contained in this press release, including future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and products, any other statements regarding Motorola’s or Tut Systems’ future expectations, beliefs, goals or prospects, the near-term impact of the transaction on Motorola’s earnings per share, and any statements that are not statements of historical facts might be considered forward-looking statements. While these forward-looking statements represent managements’ current judgment of future events, they are subject to risks and uncertainties that could cause actual results to differ materially from those stated in the forward-looking statements. Important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, include: (i) the parties’ ability to meet expectations regarding the accounting and tax treatments of the transaction; (ii) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all; (iii) Motorola’s ability to successfully integrate Tut Systems’ operations and technology into those of Motorola and the possibility that such integration may be more difficult, time-consuming or costly than expected; (iv) revenues following the transaction may be lower than expected; (v) operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; (vi) the retention of certain key employees at Tut Systems; and (vii) the other factors described in Motorola’s Annual Report on Form 10-K for the year ended December 31, 2005 and its subsequent reports filed with the SEC, and Tut Systems’ Annual Report on Form 10-K for the year ended December 31, 2005 and its subsequent reports filed with the SEC. Motorola and Tut Systems assume no obligation to update or revise any forward-looking statement in this press release, and such forward-looking statements speak only as of the date hereof.

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Media Contacts:
Kalia Farrell
Motorola
+1-215-323-1059
Kalia.Farrell@motorola.com

Craig Bender
Tut Systems, Inc.
+1-925-201-4511
cbender@tutsys.com

MOTOROLA and the Stylized M Logo are registered in the US Patent and Trademark Office. All other product or service names are the property of their respective owners. © Motorola, Inc. 2007