8-K

UNITED STATES

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): November 6, 2006

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 Drive, 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:

¨ Written communications pursuant to Rule 425 under the Securities Act (18 CFR 230.425)

¨ Solicitation material pursuant to Rule 14a-12 under the Exchange Act (18 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 (18 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On November 6, 2006, Tut Systems issued a press release announcing its earnings for the three and nine months ended September 30, 2006. The press release, attached hereto as Exhibit 99.1, is being furnished with this current report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

Exhibit	Description
99.1	Press release of Tut Systems, Inc. issued on November 6, 2006.

2

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.

November 6, 2006	By:	/s/    SCOTT SPANGENBERG
		Scott Spangenberg,
		Vice-President, Finance and Administration, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer and Duly Authorized Officer)

3

Index to Exhibits

Exhibit	Description
99.1	Press release of Tut Systems, Inc. issued on November 6, 2006.

4

EX-99.1

EXHIBIT 99.1

Press Release

TUT SYSTEMS, INC. ANNOUNCES THIRD QUARTER 2006 RESULTS

Lake Oswego, Oregon, November 6, 2006 — Tut Systems, Inc. (Nasdaq: TUTS), today announced its third quarter results for 2006. Revenue for the quarter ended September 30, 2006, was $8.2 million compared with revenue of $10.0 million for the quarter ended September 30, 2005. This represents a decrease in revenue of 18.1% when compared with the third quarter of 2005, and a 1.5% increase when compared with second quarter 2006 revenue of $8.1 million. Revenue for the nine months ended September 30, 2006 was $27.8 million compared with revenue of $26.8 million for the nine months ended September 30, 2005. This represents a year-over-year increase in revenue of 4.0%.

Revenue related to video processing systems was $6.9 million and $8.1 million for the quarters ended September 30, 2006 and 2005, respectively. Revenue relating to private broadband network products was $1.1 million and $1.2 million for the quarters ended September 30, 2006 and 2005, respectively. Revenue related to legacy product sales from the Copper Mountain Networks merger was $0.2 million and $0.7 million for the quarters ended September 30, 2006 and 2005, respectively. International sales represented 13.0% and 27.0% of total sales for the quarters ended September 30, 2006 and 2005, respectively.

Gross profit for the quarter ended September 30, 2006, was $2.6 million, an increase of 21.0% compared with gross profit of $2.2 million for the quarter ended September 30, 2005. Included in gross profit was a charge for amortization of intangibles of $0.4 million for each of the quarters ended September 30, 2006 and 2005. Gross profit for the nine months ended September 30, 2006, was $9.0 million compared with $8.2 million for the nine months ended September 30, 2005.

Gross margin for the quarter ended September 30, 2006, was 32.0%, compared with third quarter 2005 gross margin of 21.7%. Gross margin was 32.3% and 30.6% for the nine months ended September 30, 2006 and 2005, respectively.

Net loss for the three months ended September 30, 2006, was $(1.3) million or $(0.04) per basic and diluted share. Net loss for the three months ended September 30, 2005, of $(5.6) million or $(0.17) per basic and diluted share. The net loss for the three months ended September 30, 2006 includes a gain related to the change in value on the convertible note derivatives of $2.5 million and amortization of the debt discount of $(0.2) million associated with the convertible notes issued on August 22, 2006. The impact of these two non-cash items was to decrease the net loss for the three months ended September 30, 2006 by $2.3 million or $0.07 per basic and diluted share. Net loss for the nine months ended September 30, 2006 was $(9.1) million or $(0.27) per basic and diluted share compared with $(13.4) million or $(0.48) per basic and diluted share for the nine months ended September 30, 2005.

Third Quarter Conference Call Information

Tut Systems will host a conference call on November 7, 2006 beginning at 5:30 am Pacific time to discuss its third quarter operating results, balance sheet, cash flows and current business activities.

Participants of the conference call should dial in at least five minutes before the start time.

Conference ID # 1298082

U.S. and Canada dial (877) 356-8058

International participants dial (706) 634-2465

Online at www.tutsys.com

A replay will be available two hours after the call ends for one week. Dial

(800) 642-1687 or (706) 645-9291 and enter the conference ID number. A replay will also be available at www.tutsys.com.

Recent Announcements:

Significant announcements from Tut Systems since the second quarter earnings release include:

8/10/06	Tut Systems, Inc. Announces Second Quarter 2006 Results
8/16/06	Tut Systems Upgrades another Customer to MPEG-4 AVC
8/23/06	Tut Systems, Inc. Announces Private Placement Financing
8/24/06	Tut Systems, Inc. Announces Closing of Private Placement Financing
9/7/06	Tut Systems CEO to Present at ThinkEquity’s Growth Conference
9/12/06	Tut Systems CEO to Speak at Merriman Curhan Ford Investors Summit 2006
10/24/06	Tut Systems Announces Milestone Shipments of PowerBroadband Systems to Hotels
10/31/06	Tut Systems Unveils New Offerings at TelcoTV 2006
11/1/06	Tut Systems to Release Q3 2006 Results on November 6, 2006 Followed by a Conference Call on November 7, 2006
11/2/06	Tut Systems Launches IPTV Headend with Smart City

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 with regional offices across North America and Asia. For more information visit www.tutsys.com or call (971) 217-0400.

FINANCIAL TABLES FOLLOW

TUT SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2005			2006			2005			2006
Revenue	$	10,039		$	8,218		$	26,766		$	27,835
Cost of goods sold		7,863			5,586			18,572			18,858
Gross profit		2,176			2,632			8,194			8,977
Operating expenses:
Sales and marketing		2,663			1,846			7,895			6,751
Research and development		3,892			2,921			9,229			9,106
General and administrative		1,063			1,265			4,187			3,945
Restructuring costs		130			—			130			359
Amortization of intangible assets		18			17			51			51
Total operating expenses		7,766			6,049			21,492			20,212
Loss from operations		(5,590	)		(3,417	)		(13,298	)		(11,235	)
Gain on convertible note derivatives		—			2,483			—			2,483
Amortization of debt discount		—			(182	)		—			(182	)
Interest and other (expense) income, net		(10	)		(181	)		(139	)		(142	)
Net loss	$	(5,600	)	$	(1,297	)	$	(13,437	)	$	(9,076	)
Net loss per share, basic and diluted	$	(0.17	)	$	(0.04	)	$	(0.48	)	$	(0.27	)
Shares used in computing net loss, basic and diluted		32,042			33,782			27,773			33,662

TUT SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

	December 31, 2005		September 30, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	12,111	$	4,593
Short-term investments		1,693		—
Accounts receivable, net		14,873		14,907
Inventories, net		6,719		11,986
Prepaid expenses and other		983		1,116
Total current assets		36,379		32,602
Property and equipment, net		2,827		2,512
Intangibles and other assets		7,977		7,186
Total assets	$	47,183	$	42,300
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Line of credit	$	7,080	$	4,254
Accounts payable and accrued liabilities		8,952		9,926
Deferred revenue		527		613
Convertible debt derivative liabilities		—		3,509
Total current liabilities		16,559		18,302
Note payable and other long term liabilities		4,222		4,292
Convertible debt		—		2,081
Total liabilities		20,781		24,675
Stockholders’ equity		26,402		17,625
Total liabilities and stockholders’ equity	$	47,183	$	42,300