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.