8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 1, 2005

TUT SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-25291	94-2958543
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

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)

(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))

EXPLANATORY NOTE

This current report on Form 8-K/A is being filed to amend the initial report on Form 8-K filed with the Securities and Exchange Commission by Tut Systems on June 7, 2005 for purposes of including the financial statements and pro forma financial information required by Item 9.01(b) of Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 1, 2005, Tut Systems, Inc. announced that the merger with Copper Mountain Networks, Inc. had been completed. Pursuant to the terms of the Agreement and Plan of Merger between Tut Systems and Copper Mountain Networks dated February 11, 2005, Copper Mountain Networks became a wholly-owned subsidiary of Tut Systems, effective June 1, 2005. Each share of Copper Mountain Networks common stock has been converted into the right to receive approximately 0.3264 shares of Tut Systems common stock. Approximately 2.5 million shares of Tut Systems common stock was issued to the former holders of Copper Mountain Networks as a result of the transaction. The press release that Tut Systems issued to announce the completion of the transaction was previously furnished on the original filing of this Form 8-K on June 7, 2005.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The financial statements of Copper Mountain Networks Inc. for the years ended December 31, 2004 and 2003 are incorporated herein by reference to Tut Systems’ Form S-4 filed on April 26, 2005 (Registration No. 333-123869).

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information for the year ended December 31, 2004 giving effect to the acquisition of Copper Mountain that Tut Systems previously filed on Form S-4 dated April 26, 2005 (Registration No. 333-123869), is incorporated herein by reference.

The Unaudited Pro Forma Condensed Combined Financial Information at and for the periods ended March 31, 2005 and June 30, 2005 are attached to this Current Report on Form 8-K/A as Exhibit 99.1.

(c) Exhibits.

Exhibit	Description
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Copper Mountain Systems, Inc.
99.1	Unaudited Pro Forma Condensed Combined Financial Information

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 17, 2005	By:	/S/ RANDALL K. GAUSMAN
		Randall K. Gausman Vice-President, Finance and Administration, Chief Financial Officer and Secretary

Index to Exhibits

Exhibit	Description
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Copper Mountain Systems, Inc.
99.1	Unaudited Pro Forma Condensed Combined Financial Information

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Current Report on Form 8-K/A under the Securities Exchange Act of 1934 of Tut Systems, Inc. dated August 17, 2005 of our report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the ability of Copper Mountain Networks, Inc. to continue as a going concern) dated March 11, 2005 relating to the financial statements and financial statement schedule of Copper Mountain Networks, Inc. and contained in Registration Statement No. 333-123869 of Tut Systems, Inc. on Form S-4 under the Securities Act of 1933. We also consent to the incorporation by reference in Registration Statement No. 333-105276 on Form S-3 of such report, incorporated by reference in this Current Report on Form 8-K/A.

/s/    DELOITTE & TOUCHE LLP

San Diego, California

August 17, 2005

EX-99.1

EXHIBIT 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information gives effect to the acquisition of Copper Mountain Networks, Inc., referred to herein as Copper Mountain, and presents the combined financial statements of Tut Systems as they may have appeared had such businesses actually been combined at the beginning of the period presented for the statement of operations and at the end of the period presented for the balance sheet. The following unaudited pro forma condensed combined financial information does not include the full impact of the expected labor cost reductions resulting from the Copper Mountain reduction in force, or the other synergies and cost reductions that Tut Systems expects to realize from the ongoing integration of the Copper Mountain assets into the business of Tut Systems.

The unaudited pro forma condensed combined financial information reflects the combined historical financial information of the companies and shows the impact of the aforementioned merger on the companies’ respective historical financial positions and results of operations under the purchase method of accounting with Tut Systems treated as the acquirer. Under this method of accounting, Tut Systems will record the assets and liabilities of Copper Mountain at their estimated fair values as of June 1, 2005, the date the merger was completed. The unaudited pro forma condensed combined financial information includes estimates and assumptions that Tut Systems’ management believes are reasonable. The unaudited pro forma condensed combined financial information is not necessarily indicative of the results that would have occurred if the merger had been in effect on the dates indicated, or which may result in the future.

The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of Tut Systems and Copper Mountain, which may be found in their respective filings with the SEC.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined companies had the companies actually been combined as of the periods presented.

Tut System’s Unaudited Pro Forma Condensed Combined Balance Sheet

as of March 31, 2005

(in thousands, except per share amounts)

	Tut Systems Historical			Copper Mountain Historical			Adjustments			Tut Systems/Copper Mountain Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	9,528		$	6,193		$	—		$	15,721
Accounts receivable, net of allowance for doubtful accounts		7,277			237			—			7,514
Inventories, net		3,511			211			—			3,722
Prepaid expenses and other		2,536			660			—			3,196
Total current assets		22,852			7,301			—			30,153
Property and equipment, net		2,166			806			(27	) (1)		2,945
Intangibles and other assets		1,538			—			6,016	(1)		7,554
Total assets	$	26,556		$	8,107		$	5,989		$	40,652
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,419		$	457		$	—		$	3,876
Accrued liabilities		2,603			1,901			1,503	(1)		6,358
								351	(1)		—
Deferred revenue		391			—			—			391
Total current liabilities		6,413			2,358			1,854			10,625
Note payable		3,892			—			—			3,892
Other liabilities		—			9			—			9
Total liabilities		10,305			2,367			1,854			14,526
Commitments and contingencies (Note 6)
Stockholders’ equity:
Common stock		25			8			3	(1)		28
								(8	) (2)
Additional paid-in capital		315,215			261,264			9,524	(1)		324,739
								(261,264	) (2)
Deferred compensation		—			(1,261	)		(102	) (1)		(102	)
								1,261	(2)
Accumulated other comprehensive income		(157	)		—			—			(157	)
Accumulated deficit		(298,832	)		(254,271	)		254,721	(2)		(298,382	)
Total stockholders’ equity		16,251			5,740			4,135			26,126
Total liabilities and stockholders’ equity	$	26,556		$	8,107		$	5,989		$	40,652

(1) Copper Mountain Purchase Price Adjustments

The purchase price adjustments reflect the assumed issuance of shares of Tut Systems common stock to Copper Mountain stockholders using the exchange ratio of 0.3264 based on approximately 7,770 shares of Copper Mountain common stock outstanding at March 31, 2005. The fair value of the Tut Systems shares issued is based on a per share value of $3.94, which is equal to Tut Systems’ average last sale price per share as reported on the Nasdaq National Market for the trading-day period two days before and after February 11, 2005, the announcement date for the acquisition.

For purposes of the pro forma financial information, the following table presents the assumptions used.

Total Consideration (in thousands)
Fair value of Tut Systems common stock assumed to be issued	$	9,817	(a)
Fair value of warrants to purchase Tut Systems common stock to be issued		58	(b)
Acquisition related costs		1,503	(c)
Employee severance costs		351	(d)
	$	11,729

(a) Fair value of Tut Systems common stock to be issued is equal to Tut Systems’ average last sale price per share as reported on the Nasdaq National Market of $3.94 for the trading-day period two days before and after February 11, 2005, the announcement date for the acquisition.

(b) Fair value of Tuts Systems common stock to be issued in exchange for outstanding warrants has been estimated using the Black-Scholes pricing model.

(c) Acquisition related costs:

Acquisition related costs are $1,503. For a period of six years after the effective time of the merger, Tut Systems is required to cause to be maintained in effect the current policy (or policies providing comparable coverage) of directors’ and officers’ liability insurance with respect to claims against Copper Mountain’s officers and directors arising from facts existing or events which occurred at or before the effective time of the merger; provided, however, that Tut Systems will not be required to obtain a policy with a premium in excess of 200% of the premium for the existing Copper Mountain policy. The estimated premium for maintaining the current policy of directors’ and officers’ liability insurance is included in the estimated acquisition related costs. In addition, estimated acquisition-related costs include legal fees, accounting fees, printing costs, and other directly related charges.

(d) In accordance with Emerging Issues Task Force (EITF) Issue No. 95-3, employee severance costs include expected cash severance payments in connection with the involuntary termination of Copper Mountain employees due within the 12-month period following the closing of the merger.

The planning process for the integration of Copper Mountain’s operations may result in additional accruals for severance costs and/or facilities closures in accordance with EITF Issue No. 95-3. Such accruals would increase the purchase consideration and the allocation of the purchase consideration to goodwill.

The following represents the preliminary allocation of the purchase price to the acquired assets and assumed liabilities of Copper Mountain and is for illustrative purposes only. This allocation is preliminary and based on Copper Mountain’s assets and liabilities as of March 31, 2005. The fair value of the net assets of Copper Mountain as of March 31, 2005 exceeded the expected purchase price of $11,729, thereby resulting in negative goodwill of $232. All long-lived assets were reduced on a pro-rata basis by the amount of negative goodwill. The preliminary allocation of the purchase price was determined with the assistance of an independent third party appraiser using established valuation techniques.

	Fair value			Pro Rata Adjustments			Preliminary Purchase Price Allocation
Purchase price allocation:
Current assets	$	7,301		$	—		$	7,301
Property and equipment		806			(27	)		779
Completed technology and patents		6,221			(205	)		6,016
Goodwill		(232	)		232			—
Liabilities		2,367			—			2,367
Net assets acquired	$	11,729		$	—		$	11,729

The fair value of the net assets of Copper Mountain as of March 31, 2005 exceeded the expected purchase price of $11,729, thereby resulting in negative goodwill of $232.

The purchase price allocation includes the fair value of unvested restricted stock options outstanding at the consummation date. The estimated fair value of these unvested restricted stock options is $102.

Completed technology and patents are being amortized over three to five years. This will result in annual amortization of approximately $1,362.

(2) The pro forma adjustment represents the elimination of Copper Mountain’s stockholders’ equity accounts.

Unaudited Pro Forma Condensed Consolidated

Statements of Operations

For the three months ended March 31, 2005

(in thousands except per share amounts)

	Tut Historical			Copper Mountain Historical			Adjustments			Tut Systems/Copper Mountain Pro Forma Combined
Revenue	$	7,053		$	317		$	—		$	7,370
Cost of goods sold		4,155			273			(4	) (1)		4,424
Gross profit		2,898			44			4			2,946
Operating expenses:
Research and development		2,121			2,121			(17	) (1)		4,225
Sales and marketing		2,488			492			(2	) (1)		2,978
General and administrative		1,159			1,974			(17	) (1)		3,116
Restructuring and impairment charges		—			815			—			815
Amortization of deferred stock Compensation		—			(139	)		—			(139	)
Amortization of intangible assets		376			—			342	(2)		718
Total operating expenses		6,144			5,263			306			11,713
Loss from operations		(3,246	)		(5,219	)		(302	)		(8,767	)
Other income (expense)		(74	)		43			—			(31	)
Loss before income tax provision		(3,320	)		(5,176	)		(302	)		(8,798	)
Income tax provision		—			—			—			—
Net loss	$	(3,320	)	$	(5,176	)	$	(302	)	$	(8,798	)
Basic and diluted net loss per share	$	(0.13	)	$	(0.73	)		—		$	(0.32	)
Shares used in computing basic and diluted net loss per share		25,187			7,094			2,535	(3)		27,722

(1) The pro forma adjustment represents the reduction of depreciation expense due to the revaluation of the acquired property and equipment in the acquisition of Copper Mountain. The pro forma depreciation expense was determined on a straight line basis over an estimated useful life of three years.

(2) The pro forma adjustment represents the increase of amortization expense of acquired technology in the acquisition of Copper Mountain.

(3) The pro forma adjustment reflects the issuance of 2,535 shares of Tut Systems common stock as merger consideration for the Copper Mountain acquisition.

Unaudited Pro Forma Condensed Consolidated

Statements of Operations

For the six months ended June 30, 2005

(in thousands except per share amounts)

	Tut Historical			Copper Mountain Historical (4)			Adjustments			Tut Systems/Copper Mountain Pro Forma Combined
Revenue	$	16,727		$	465		$	—		$	17,192
Cost of goods sold		9,966			383			(8	) (1)		10,341
Gross profit		6,761			82			8			6,851
Operating expenses:
Research and development		5,337			3,121			(33	) (1)		8,425
Sales and marketing		5,232			535			(3	) (1)		5,764
General and administrative		3,124			3,389			(33	) (1)		6,480
Restructuring and impairment charges		—			815			—			815
Amortization of deferred stock Compensation		—			612			—			612
Amortization of intangible assets		775			—			570	(2)		1,345
Total operating expenses		14,468			8,472			501			23,441
Loss from operations		(7,707	)		(8,390	)		(493	)		(16,590	)
Other income (expense)		(128	)		64			—			(64	)
Loss before income tax provision		(7,835	)		(8,326	)		(493	)		(16,654	)
Income tax provision		—			—			—			—
Net loss	$	(7,835	)	$	(8,326	)	$	(493	)	$	(16,654	)
Basic and diluted net loss per share	$	(0.31	)	$	(1.17	)	$	—		$	(0.59	)
Shares used in computing basic and diluted net loss per share		25,602			7,094			2,535	(3)		28,137

(1) The pro forma adjustment represents the reduction of depreciation expense due to the revaluation of the acquired property and equipment in the acquisition of Copper Mountain. The pro forma depreciation expense was determined on a straight line basis over an estimated useful life of three years.

(2) The pro forma adjustment represents the increase of amortization expense of acquired technology in the acquisition of Copper Mountain.

(3) The pro forma adjustment reflects the issuance of 2,535 shares of Tut Systems common stock as merger consideration for the Copper Mountain acquisition

(4) Copper Mountain historical is for the period from January 1, 2005 to June 1, 2005. On June 1, 2005, Tut Systems completed its acquisition of Copper Mountain. The results of operations of Copper Mountain have been included in Tut Systems’ consolidated statement of operations from June 1, 2005.