<PAGE>
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
February 26, 2000
Date of Report (Date of earliest event reported)
TUT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
Delaware 0-25291 94-2958543
- --------------------------------- ------------------------ --------------------
<S> <C> <C>
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
</TABLE>
2495 ESTAND WAY
PLEASANT HILL, CALIFORNIA 94523
(Address of principal executive offices, including zip code)
(925) 682-6510
(Registrant's telephone number, including area code)
N/A
(Former name or address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
------------------------------------
On February 26, 2000, Tut Systems, Inc. ("Tut") signed a non-binding letter
of intent to acquire Xstreamis, PLC. On February 28, 2000, Tut issued a press
release announcing the signing of this letter of intent. A copy of the press
release is included herein as Exhibit 99.1 and is incorporated by reference
herein.
Item 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits.
The following exhibit is filed herewith:
99.1 Press Release, dated as of February 28, 2000, by Tut Systems,
Inc., "Tut Systems Signs Letter of Intent to Acquire Xstreamis."
SIGNATURE
Pursuant to requirements of the Securities Exchange Act of 1934, Tut
Systems, Inc. has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TUT SYSTEMS, INC.
Dated: March 2, 2000 By: /s/ Nelson B. Caldwell
----------------------
Nelson B. Caldwell, Vice President,
Finance, Chief Financial Officer and
Secretary
<PAGE>
EXHIBIT 99.1
Press Release
TUT SYSTEMS SIGNS LETTER OF INTENT TO ACQUIRE XSTREAMIS
Strategic Acquisition Provides Policy-Based Traffic Management and Network
Quality of Service Capabilities to Tut's MTU Service Providers
PLEASANT HILL, Calif., February 28, 2000 -- Tut Systems, Inc. (Nasdaq: TUTS), a
leading provider of multi-service broadband systems for the multi-tenant unit
(MTU) market, today announced it has signed a non-binding letter of intent to
acquire holding company Xstreamis, PLC. Based in Oxford, England, Xstreamis
provides advanced policy-driven traffic management technology for high-
performance, multimedia networking solutions. Xstreamis' technology enhances
Tut's industry-leading MTU solutions by allowing service providers to more
efficiently and effectively deliver multiple network services, manage complex
traffic flows and guarantee a high quality of service to their customers.
With the addition of Xstreamis' solutions, Tut's family of products are expected
to gain additional advanced Quality of Service (QoS) functionality. This
functionality, including multi-layer routing, switching, and bridging plus
advanced policy-driven traffic management, would give service providers the
ability to offer guaranteed performance adherence to Service Level Agreements
(SLAs) - the "must-haves" for service providers delivering services to tenants.
Under the terms of the agreement, shares of Tut Common Stock with an expected
value of approximately UK(Pounds)13 million or approximately US$20 million will
be issued to the Xstreamis shareholders. This acquisition is expected to be
accounted for as a purchase.
"Through this acquisition, Tut has once again chosen best-of-class technology in
the industry to help us continue to build the most comprehensive and feature-
rich MTU product line in the industry," said Sal D'Auria, President and CEO of
Tut Systems, Inc. "When Xstreamis products are combined with the full
<PAGE>
Tut Signs Letter of Intent to Acquire Xstreamis -- p.2
Tut product line, service providers will be able to offer reliable, easy-to-use
multi-service networks that can be profitably deployed to all of their
customers."
"Xstreamis capabilities are a perfect complement to Tut's product roadmap and
strategic vision," said David Birss, Managing Director of Xstreamis, PLC. "We
anticipate our networking expertise, integrated with their MTU product family,
will strengthen their solution offering and their MTU market leadership
position. We look forward to the opportunity to team up with Tut Systems."
About Xstreamis
Xstreamis' HQ and R&D centre is located Oxford's science park. Xstreamis was
formed in 1997 and has received funding from Abel ventures and Commerzbank. They
initially operated as a division of Bradford-on-Avon based EPL Ltd, but
separated to become a standalone company in November.
About Tut Systems, Inc.
Tut Systems (NASDAQ: TUTS) is a leading provider of multi-service broadband
systems for multi-tenant buildings including apartments, dormitories, hotels and
commercial properties. Tut's Expresso family of products integrated with Tut's
award-winning HomeRun(TM) technology allows service providers and property
owners to use buildings' existing telephone wires to cost-effectively deliver
always-on Internet connections at speeds 20 times faster than a regular dial-up
modem. In partnership with service providers, Tut has deployed Expresso MDU for
some of the country's largest real estate investment trusts and to flagship
properties of several major hotel chains. Tut also produces a line of scaleable,
carrier-class digital subscriber line access multiplexers (DSLAMs) for the local
loop and a line of robust, high-speed Ethernet extension products for campus
environments. Tut's HomeRun technology has been chosen by the Home Phoneline
Networking Alliance (HomePNA) as the initial specification for in-home
networking over phonelines.
For more information, visit Tut's World Wide Web site at http://www.tutsys.com
---------------------
or contact Tut's US Headquarters in Pleasant Hill, California, directly at (925)
682-6510 or (800) 998-4888.
NOTE TO EDITORS: For more information (including pictures in electronic or slide
form) or to arrange interviews or product reviews, please contact Sterling
Communications at: (408) 441-4100.
# # #
Contacts:
Amanda Berman Lisa Hawes
Director, Corporate Communications Sr. Account Executive
Tut Systems Sterling Communications
(925) 692-2393 (408) 441-4100
[email protected] [email protected]
---------------
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.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
for Tut Systems, Inc.:
Various matters set forth in this press release, such as statements relating to
the business and performance of Xstreamis's products, expected synergies and
benefits expected to be derived from the acquisition, the anticipated results of
the combined operations of Tut Systems and Xstreamis, the development of new
technology and products and the continued deployment and integration of existing
products, and expectations regarding the size of, demand from and ability to
penetrate the MTU market are forward-looking statements. These statements are
subject to risks and uncertainties, including without limitation, the successful
completion and execution of a mutually acceptable definitive agreement and
<PAGE>
Tut Signs Letter of Intent to Acquire Xstreamis -- p.3
corresponding government approvals, the integraton of the two companies, their
ability to execute on joint plans , the introduction of alternative
technological solutions, the ability to complete development and successfully
introduce new products to the marketplace and other risks detailed from time-to-
time in Tut Systems' SEC filings and reports.
