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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
May 26, 2000
Date of Report (Date of earliest event reported)
TUT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-25291 94-2958543
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
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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)
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Item 2. Acquisition or Disposition of Assets
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Pursuant to an Agreement for the sale and purchase of the entire issued
share capital of Xstreamis Plc ("Xstreamis") dated as of May 26, 2000 (the
"Agreement") among Tut Systems, Inc., a Delaware corporation ("Tut"), the
Shareholders of Xstreamis (the "Shareholders"), and Philip Corbishley ("Mr.
Corbishley"), an individual and former director of Xstreamis, on May 26, 2000
(the "Closing"), Tut acquired the entire issued share capital of Xstreamis by
means of exchanging 439,137 shares of Tut common stock and $100,000 in cash on a
pro-rata basis among the Shareholders for 16,843,253 shares of Xstreamis. Fully
vested options to purchase 10,863 shares of Tut common stock under the Tut 1999
Nonstatutory Option Plan were exchanged for fully vested options to purchase
416,619 shares of Xstreamis on a pro-rata basis among the Xstreamis
optionholders. The Xstreamis options were subsequently cancelled. At the
Closing, ten percent of the shares issued pursuant to the Agreement were
deposited into an escrow account (the "Escrow Fund") to secure the various
indemnification and warranty obligations of certain of the Xstreamis former
shareholders and affiliates (the "Warrantors"). Mr. Corbishley, in regards to
his capacity as director, was one such affiliate. The Escrow fund is to be
governed by the terms set forth in the Agreement. The Escrow Fund shall be the
sole source of funds available for the fulfillment of any indemnification
obligations of the Warrantors to Tut.
The provisions of the Agreement described in this report are qualified in
their entirety by reference to the actual text of that agreement, included as an
exhibit to this report.
Item 7. Financial Statements, ProForma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The required financial statements will be filed by amendment as soon
as practicable.
(b) Pro Forma Financial Information.
The required pro forma financial information will be filed by
amendment as soon as practicable.
(c) Exhibits.
The following exhibits are filed herewith:
2.1 Agreement for the sale and purchase of the entire issued share
capital of Xstreamis Plc, by and among Tut Systems, Inc., the
shareholders of Xstreamis Plc, and Philip Corbishley, an
individual and former director of Xstreamis Plc.*
99.1 Press release of Registrant, dated May 30, 2000 announcing
completion of the acquisition of Xstreamis.
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* Certain exhibits to, and schedules delivered in connection with, the
Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Tut agrees to supplementally furnish to the Commission a copy of any such
exhibit or schedule upon request.
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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: June 9, 2000 By: /s/ Nelson B. Caldwell
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Nelson B. Caldwell, Vice President and
Chief Financial Officer
