content: <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
  
  
  
                                 November 12, 1999
                  Date of Report (Date of earliest event reported)
  
  
  
                                 TUT SYSTEMS, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                               <C>                                <C>
            Delaware                            0-25291                          94-2958543
  -----------------------------------------------------------------------------------------------
  (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)
  
                                         1
  <PAGE>
  
  Item 2.  Acquisition or Disposition of Assets
           ------------------------------------
  
       Pursuant to an Agreement and Plan of Reorganization dated as of October 15,
  1999 (the "Agreement") among Tut Systems, Inc., a Delaware corporation ("Tut"),
  Vintel Acquisition Corporation, a California Corporation and a wholly owned
  subsidiary of Tut ("Sub"), Vintel Communications, Inc. ("Vintel") and Peter C.
  Vinsel, on November 12, 1999 (the "Closing"), Tut acquired Vintel by means of a
  merger of Vintel with and into Sub (the "Merger").  As a result of the Merger,
  each share of Vintel capital stock was converted into 0.054 shares of Tut Common
  Stock, and each option to purchase one share of Vintel Common Stock was
  cancelled and exchanged for an option to purchase 0.054 shares of Tut Common
  Stock.  At the Closing, five percent of the shares issued pursuant to the Merger
  and five percent of the shares issuable upon exercise of options issued pursuant
  to the Merger Agreement were deposited into an escrow account to secure the
  indemnification obligations of Vintel (the "Escrow Fund").  The Escrow fund is
  to be governed by the terms set forth in the Agreement at Tut's cost and
  expense.  The Escrow Fund shall be the sole source of funds available for the
  fulfillment of any indemnification obligations of Vintel to Tut and Sub.
  
       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.
  
       Prior to the Merger, Tut owned an aggregate of 363,125 shares of Common
  Stock of Vintel, representing approximately 11% of the outstanding capital stock
  of Vintel immediately prior to the Merger.
  
  Item 7.  Financial Statements and Exhibits.
  
       (a) Financial Statements of  Businesses Acquired.
  
            The unaudited financial statements for the period from inception
  (March 31, 1999) to September 30, 1999.
  
       (b) Pro Forma Financial Information.
  
            The accompanying unaudited pro forma combined statement of
  operations for the nine months ended September 30, 1999.  The unaudited pro
  forma financial information is not necessarily indicative of the results or
  financial position that would actually have been reported had the sale and
  purchase transactions underlying the pro forma adjustments actually been
  consummated on such dates nor is it necessarily indicative of future operating
  results or financial position.
  
       (c)  Exhibits.
  
            The following exhibits are hereby incorporated herein:
  
                                         2
  <PAGE>
  
            2.1  Agreement and Plan of Reorganization dated as of October 15, 1999
                 by and Tut Systems, Inc., Vintel Acquisition Corp., Vintel
                 Communications, Inc. and Peter C. Vinsel (filed as an Exhibit
                 to Quarterly Report on Form 10Q for the Quarter Ended September
                 30, 1999, filed November 5, 1999.)*
  
  --------------
  *  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.
  
                                         3
  <PAGE>
  
                                     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: February 7, 2000                         By: /s/ Nelson B. Caldwell
                                                     --------------------------
                                                     Nelson B. Caldwell, Vice
                                                     President and Chief
                                                     Financial Officer
  <PAGE>
  
  ITEM 7(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED:
  
                            VINTEL COMMUNICATIONS, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                             CONDENSED BALANCE SHEET
                                  (in thousands)
  
                                                               September 30,
                                                                   1999
                                                              ----------------
                                                                (unaudited)
  ASSETS
  Current assets:
      Cash and cash equivalents                                     $     380
      Prepaid expenses and other                                            2
                                                              ----------------
        Total current assets                                              382
  
      Property and equipment, net                                          48
      Other assets                                                          4
                                                              ----------------
  
          Total assets                                              $     434
                                                              ================
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
      Accounts payable                                              $      18
                                                              ----------------
  
  Shareholders' equity:
      Common stock                                                        522
      Accumulated deficit                                                (106)
                                                              ----------------
        Total shareholders' equity                                        416
                                                              ----------------
  
          Total liabilities and shareholders' equity                $     434
                                                              ================
  
  
   The accompanying notes are in integral part of these condensed financial
  statements.
  
  <PAGE>
                            VINTEL COMMUNICATIONS, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                         CONDENSED STATEMENT OF OPERATIONS
                     (in thousands, except per share amount)
  
  
  
                                                                 March 31,
                                                                   1999
                                                                (Inception)
                                                                  through
                                                               September 30,
                                                                   1999
                                                              ----------------
                                                                (unaudited)
  
  Product and services revenue                                      $     200
  Cost of goods sold                                                      110
                                                              ----------------
  
  Gross margin                                                             90
                                                              ----------------
  
  Operating expenses:
      Research and development                                            118
      General and administrative                                           78
                                                              ----------------
          Total operating expenses                                        196
                                                              ----------------
  
  Net loss                                                         $     (106)
                                                              ================
  Net loss per share, basic and diluted                            $    (0.07)
                                                              ================
  Shares used in computing net loss,
      basic and diluted                                                 1,595
                                                              ================
  
   The accompanying notes are in integral part of these condensed financial
  statements.
  
  <PAGE>
  
                            VINTEL COMMUNICATIONS, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                    CONDENSED STATEMENT OF SHAREHOLDER'S EQUITY
                                   (in thouands)
  <TABLE>
  <CAPTION>
  
  
                                                              Common Stock
                                                     ------------------------------       Accumulated
                                                        Shares            Amount            Deficit           Totals
                                                     -------------   ---------------    ----------------   ---------------
                                                                                (unaudited)
  
  <S>                                                <C>                   <C>               <C>               <C>
  Balances as of March 31, 1999 (Inception)                       -         $       -         $       -         $       -
  
  Common stock issued to founder                              2,000                20                 -                20
  
  Common stock issued for consulting services                    55                 1                 -                 1
  
  Common stock issued for cash                                  463               501                 -               501
  
  Net loss                                                        -                 -              (106)             (106)
                                                     --------------   ---------------    ---------------   --------------
  Balances as of September 30, 1999                           2,518         $     522        $     (106)        $     416
                                                     ==============   ===============    ===============   ==============
  </TABLE>
  
   The accompanying notes are in integral part of these condensed financial
  statements.
  
  <PAGE>
  
                           VINTEL COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (in thouands)
  
  
  
                                                                 March 31,
                                                                   1999
                                                                (Inception)
                                                                  through
                                                               September 30,
                                                                   1999
                                                               --------------
                                                                (unaudited)
  
  Cash flows from operating activities:
      Net loss                                                     $     (106)
      Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation                                                        8
        Noncash compensation expense                                       21
        Change in assets and liabilities:
          Prepaid expenses and other assets                                (6)
          Accounts payable                                                 18
                                                               ---------------
             Net cash used in operating activities                        (65)
                                                               ---------------
  
  Cash flows from investing activities:
      Purchase of property and equipment                                  (56)
                                                               ---------------
             Net cash used in investing activities                        (56)
                                                               ---------------
  
  Cash flows from financing activities:
      Proceeds from issuances of common stock                             501
                                                               ---------------
             Net cash provided by financing activities                    501
                                                               ---------------
  
  Net increase in cash and cash equivalents                               380
  
  Cash and cash equivalents, beginning of period                            -
                                                               ---------------
  
  Cash and cash equivalents, end of period                          $     380
                                                               ===============
  
   The accompanying notes are in integral part of these condensed financial
  statements.
  
  <PAGE>
  
                            VINTEL COMMUNICATIONS, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO CONDENSED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  
  
  NOTE 1 - THE COMPANY:
  
     Vintel Communications, Inc. (the "Company"), was incorporated in March 1999
  in the state of California.  The Company specializes in developing high-
  performance circuit and packet switching software for use in DSL access
  multiplexers.
  
  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
  
  Use of estimates
  
     The preparation of financial statements in conformity with generally accepted
  accounting principles requires management to make estimates and assumptions that
  affect the reported amounts of assets and liabilities and disclosure of
  contingent assets and liabilities at the date of the financial statements and
  the reported amounts of revenues and expenses during the reporting period.
  Actual results could differ from those estimates.
  
  Cash and cash equivalents
  
     The Company includes in cash and cash equivalents all highly liquid
  investments which mature within three months of their purchase date.
  
  Property and equipment
  
     Property and equipment are carried at cost.  The Company provides for
  depreciation by charges to expense which are sufficient to write off the cost of
  the assets over their estimated useful lives on the straight-line basis.  Useful
  lives by principal classifications are as follows:
  
     Furniture and fixtures                                        5 years
     Computers and software                                        3 years
  
     When assets are sold or otherwise disposed of, the cost and accumulated
  depreciation and amortization are removed from the asset and allowance for
  depreciation and amortization accounts, and any gain or loss on that sale or
  disposal, is credited or charged to income.
  
     Maintenance, repairs, and minor renewals are charged to expense as incurred.
  Expenditures which substantially increase an asset's useful life are
  capitalized.
  
  Research and development
  
     Research and development expenditures are charged to expense as incurred.
  
  Income taxes
  
     Deferred income taxes result primarily from temporary differences between
  financial and tax reporting.  Deferred tax assets and liabilities are determined
  based on the difference between the financial statement bases and the tax bases
  of assets and liabilities using enacted tax rates.  A valuation allowance is
  established to reduce a deferred tax asset to the amount that is expected more
  likely than not to be realized.
  
  Net loss per share
  
     Basic and diluted net loss per share are computed using the weighted average
  number of common shares outstanding.
  
                                         8
  <PAGE>
  
                            VINTEL COMMUNICATIONS, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO CONDENSED FINANCIAL STATEMENTS
                                    (Unaudited)
                                    (continued)
  
  
  NOTE 3 - PROPERTY AND EQUIPMENT:
  
     Property and equipment as of September 30, 1999 consists of the following:
  
     Furniture and fixtures                                       $        26
     Computure and software                                                30
                                                                  ------------
                                                                           56
     Less: Accumulated depreciation                                        (8)
                                                                  ------------
  
                                                                  $        48
                                                                  ------------
  
  NOTE 4 - STOCK OPTION PLAN:
  
     The Company reserved 750,000 shares of common stock for issuance under the
  1999 Stock Option Plan (the "Plan") to employees, outside directors and
  consultants.  Under the terms of the Plan options may be granted at prices no
  less than 85% of the fair market value at the date of grant, as determined by
  the Board of Directors.  The options generally vest over four years and expire
  ten years after the date of grant.  The Plan provides that vesting accelerates
  on all outstanding options upon a change of control, as defined.
  
     As of September 30, 1999, 750,000 options at an exercise price of $0.10 were
  outstanding.
  
  NOTE 5 - OPERATING LEASE
  
     In May 1999, the Company entered into a two year noncancelable office lease
  for $4,220 per month plus common area charges.
  
  NOTE 6 - INCOME TAXES:
  
     Due to the uncertainty surrounding the realization of the tax attributes in
  tax returns, the Company has placed a full valuation allowance against its
  otherwise recognizable net deferred tax asset.
  
  NOTE 7 - SUBSEQUENT EVENT:
  
     On October 15, 1999, the Company entered into a definitive agreement to
  exchange all outstanding shares for shares of Tut Systems, Inc.
  
                                         9
  <PAGE>
  
  ITEM 7(B) PRO FORMA FINANCIAL INFORMATION:
  
  
                                 TUT SYSTEMS, INC.
               UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
  
  
  
     On November 12, 1999, Tut Systems, Inc. ("Tut") completed the acquisition of
  Vintel Communications, Inc. ("Vintel") in a transaction to be accounted for as a
  purchase.  The stockholders of Vintel received 116,370 shares of Tut common
  stock and $500,000 in cash.  Additionally, Tut converted stock options to
  purchase 750,000 shares of Vintel common stock into stock options to purchase
  40,500 shares of Tut common stock.  The total purchase price is $4,780,000.  The
  acquisition has been structured as a tax free reorganization.
  
     The following unaudited pro forma combined financial data present the effect
  of the acquisition of Vintel to be accounted for as a purchase.  The unaudited
  pro forma combined balance sheet presents the combined financial position of Tut
  and Vintel as of September 30, 1999 assuming that the acquisition had occurred
  as of that date.  Such pro forma information is based upon the historical
  balance sheet data of Tut and the historical balance sheet data of Vintel as of
  September 30, 1999.  The unaudited pro forma combined statement of operations
  gives effect to the acquisition of Vintel by Tut for the nine months ended
  September 30, 1999 as if such acquisition had occurred on January 1, 1999.
  
     The unaudited pro forma combined financial data are based on the estimates
  and assumptions set forth in the notes to such statements, which have been made
  solely for purposes of developing such pro forma information.  The unaudited pro
  forma combined financial data are not necessarily an indication of the results
  that would have been achieved had the transaction been consummated as of the
  dates indicated or that may be achieved in the future.
  
     These unaudited pro forma combined financial data should be read in
  conjunction with the historical financial statements and notes thereto of Vintel
  included elsewhere herein and the historical financial statements and notes
  thereto of Tut included in their S-1 Registration, as amended, and their
  Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.
  
                                         10
  <PAGE>
  
                                 TUT SYSTEMS, INC.
              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                             AS OF SEPTEMBER 30, 1999
                                  (in thousands)
  
  <TABLE>
  <CAPTION>
  
                                                              Tut              Vintel
                                                           Systems,         Communicatons,                            Pro Forma
                                                             Inc.               Inc.           Adjustments            Combined
                                                        ----------------   ----------------  ----------------      ----------------
  <S>                                                   <C>                <C>               <C>                   <C>
  ASSETS
  Current assets:
      Cash and cash equivalents                              $   16,977          $     380         $       -            $   17,357
      Short-term investments                                     23,442                  -                 -                23,442
      Accounts receivable, net                                    8,663                  -                 -                 8,663
      Inventories                                                 4,784                  -                 -                 4,784
      Prepaid expenses and other                                  1,440                  2                 -                 1,442
                                                        ----------------   ----------------  ----------------      ----------------
           Total current assets                                  55,306                382                 -                55,688
  
  Property and equipment, net                                     2,924                 48                 -                 2,972
  Intangible assets                                                   -                  -             1,764  (A)            1,764
  Other assets                                                    2,340                  4                 -                 2,344
                                                        ----------------   ----------------  ----------------      ----------------
  
           Total assets                                      $   60,570          $     434        $    1,764            $   62,768
                                                        ================   ================  ================      ================
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
      Accounts payable                                       $    3,166          $      18         $       -            $    3,184
      Accrued liabilities                                         2,015                  -                 -                 2,015
      Line of credit                                              1,452                  -                 -                 1,452
      Deferred revenue                                              770                  -                 -                   770
                                                        ----------------   ----------------  ----------------      ----------------
           Total current liabilities                              7,403                 18                                   7,421
  
  Deferred revenue, net of current portion                        2,310                  -                 -                 2,310
                                                        ----------------   ----------------  ----------------      ----------------
           Total liabilities                                      9,713                 18                 -                 9,731
                                                        ----------------   ----------------  ----------------      ----------------
  
  Stockholders' equity:
      Common stock                                                   12                522              (522) (A)               12
      Additional paid in capital                                104,256                  -             4,780  (A)          109,036
      Deferred compensation                                      (1,085)                 -                 -                (1,085)
      Accumulated deficit                                       (52,326)              (106)              106  (A)          (54,926)
                                                                                                      (2,600) (A)
                                                        ----------------   ----------------  ----------------      ----------------
           Total stockholders' equity                            50,857                416             1,764                53,037
                                                        ----------------   ----------------  ----------------      ----------------
  
           Total liabilities and stockholders' equity        $   60,570          $     434        $    1,764            $   62,768
                                                        ================   ================  ================      ================
  
  </TABLE>
  
  See accompanying notes to the unaudited pro forma condensed combined financial
  statements.
  
  <PAGE>
  
                                 TUT SYSTEMS, INC.
               UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                     (in thousands, except per share amounts)
  
  <TABLE>
  <CAPTION>
                                                                                                                    Pro Forma
                                                                  Historical                                        Combined
                                                       ----------------------------------                        ----------------
                                                                            March 31,
                                                                              1999
                                                         Nine Months       (Inception)
                                                            Ended            through                               Nine Months
                                                        September 30,     September 30,                               Ended
                                                            1999              1999                                September 30,
                                                       ----------------  ----------------
                                                             Tut             Vintel          Adjustments              1999
                                                       ----------------  ----------------  ----------------      ----------------
  <S>                                                  <C>               <C>               <C>                   <C>
  Revenues:
      Product and services                                  $   15,887         $     200        $     (200) (B)       $   15,887
      License and royalty                                        1,278                 -                 -                 1,278
                                                       ----------------  ----------------  ----------------      ----------------
          Total revenues                                        17,165               200              (200)               17,165
                                                       ----------------  ----------------  ----------------      ----------------
  
  Cost of goods sold:
      Product and services                                       9,501               110              (110) (B)            9,501
      License and royalty                                            3                 -                 -                     3
                                                       ----------------  ----------------  ----------------      ----------------
          Total cost of goods sold                               9,504               110              (110)                9,504
                                                       ----------------  ----------------  ----------------      ----------------
  
  Gross margin                                                   7,661                90               (90)                7,661
                                                       ----------------  ----------------  ----------------      ----------------
  
  Operating Expenses:
      Sales and marketing                                        7,536                 -                 -                 7,536
      Research and development                                   5,367               118               (90) (B)            5,395
      General and administrative                                 3,110                78                 -                 3,188
      Amortization of intangibles                                    -                 -               296  (C)              296
      Noncash compensation expense                                 342                 -                 -                   342
                                                       ----------------  ----------------  ----------------      ----------------
          Total operating expenses                              16,355               196               206                16,757
                                                       ----------------  ----------------  ----------------      ----------------
  
  Loss from operations                                          (8,694)             (106)             (296)               (9,096)
  
  Interest expense                                                (467)                -                 -                  (467)
  Other income                                                   1,587                 -                 -                 1,587
                                                       ----------------  ----------------  ----------------      ----------------
        Loss before income taxes                                (7,574)             (106)             (296)               (7,976)
  
  Income tax expense                                                 1                 -                 -                     1
                                                       ----------------  ----------------  ----------------      ----------------
        Net loss                                                (7,575)             (106)             (296)               (7,977)
  
  Dividend accretion on preferred stock                            235                 -                 -                   235
                                                       ----------------  ----------------  ----------------      ----------------
  
  Net loss attributable to common stockholders             $    (7,810)       $     (106)       $     (296)          $    (8,212)
                                                       ================  ================  ================      ================
  
  Net loss per share attributable to common
      stockholders, basic and diluted                       $    (0.75)       $    (0.07)                             $    (0.78)
                                                       ================  ================  ================      ================
  
  Shares used in computing net loss attributable
      to common stockholders, basic and diluted (D)             10,360             1,595               116  (A)           10,476
                                                       ================  ================  ================      ================
  
  </TABLE>
  
  See accompanying notes to the unaudited pro forma condensed combined financial
  statements.
  
  <PAGE>
  
                                 Tut Systems, Inc.
          NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
                      (in thousands, except per share amounts)
  
  
  
  NOTE 1 - BASIS OF PRESENTATION:
  
     On November 12, 1999, Tut Systems, Inc. ("Tut") completed the acquisition of
  Vintel Communications, Inc. ("Vintel") in a transaction to be accounted for as a
  purchase.  Vintel stockholders and optionholders received an aggregate total of
  156,870 shares of Tut common stock and shares subject to options, as applicable.
  The purchase price of the Vintel acquisition is $4,780,000 including the
  estimated value of the Tut shares and the estimated value of vested options
  issued upon consummation of the acquisition and estimated transaction costs.
  
     The allocation of the purchase price using balances as of September 30, 1999
  is summarized below (in thousands):
  
     Net tangible assets                                          $       416
     In-process research and development                                2,600
     Workforce                                                            380
     Goodwill                                                           1,384
                                                                  ------------
  
                                                                  $     4,780
                                                                  ------------
  
  
     The actual purchase price allocation is dependent upon the fair values of the
  acquired assets and assumed liabilities as for the acquisition date of the
  preliminary valuation report.  The amount allocated to the purchased in-process
  technology was determined based on an appraisal completed by an independent
  third party using established valuation techniques and was expensed upon
  acquisition, because technological feasibility had not been established and no
  future alternative uses existed.  The product percentage of completion was
  estimated to be 75%.  The value of this in-process technology was determined by
  estimating the cost to develop the purchased in-process technology into a
  commercially viable product, estimating the resulting net cash flows from the
  sale of the product resulting from the completion of the in-process technology,
  and discounting the net cash flows back to their present value.
  
     The amounts allocated to in-process research and development will be charged
  to the statement of operations in the period the acquisition is consummated.
  
  NOTE 2 - PRO FORMA ADJUSTMENTS
  
       A.  To reflect acquisition of Vintel based on the preliminary purchase
           price allocation described in Note 1.
  
       B.  To eliminate intercompany transaction.
  
       C.  To reflect amortization of goodwill and workforce over their estimated
           useful lives of five and three years, respectively, as if the
           acquisition occurred on January 1, 1999.
  
       D.  Basic and diluted net loss per share is computed using the weighted
           average number of common shares outstanding during the period.
           Unaudited pro forma combined basic and diluted net loss per share also
           includes shares of common stock to be issued in connection with the
           proposed Vintel acquisition. Common equivalent shares, including stock
           options, are excluded from the computation as their effect is anti-
           dilutive.
  
     The amount allocated to in-process research and development has not been
  included in the unaudited pro forma combined statement of operations as it is
  nonrecurring.  This amount will be expensed in the period the acquisition is
  consummated.
  
                                         13
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text: 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
  
                                 November 12, 1999
                  Date of Report (Date of earliest event reported)
  
                                 TUT SYSTEMS, INC.
               (Exact name of registrant as specified in its charter)
  Delaware                            0-25291                          94-2958543
  -----------------------------------------------------------------------------------------------
  (State or other jurisdiction of       (Commission File Number)               (I.R.S. Employer
          incorporation)                                                      Identification No.)
  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)
  
                                         1
  Item 2.  Acquisition or Disposition of Assets
           ------------------------------------
  
       Pursuant to an Agreement and Plan of Reorganization dated as of October 15,
  1999 (the "Agreement") among Tut Systems, Inc., a Delaware corporation ("Tut"),
  Vintel Acquisition Corporation, a California Corporation and a wholly owned
  subsidiary of Tut ("Sub"), Vintel Communications, Inc. ("Vintel") and Peter C.
  Vinsel, on November 12, 1999 (the "Closing"), Tut acquired Vintel by means of a
  merger of Vintel with and into Sub (the "Merger").  As a result of the Merger,
  each share of Vintel capital stock was converted into 0.054 shares of Tut Common
  Stock, and each option to purchase one share of Vintel Common Stock was
  cancelled and exchanged for an option to purchase 0.054 shares of Tut Common
  Stock.  At the Closing, five percent of the shares issued pursuant to the Merger
  and five percent of the shares issuable upon exercise of options issued pursuant
  to the Merger Agreement were deposited into an escrow account to secure the
  indemnification obligations of Vintel (the "Escrow Fund").  The Escrow fund is
  to be governed by the terms set forth in the Agreement at Tut's cost and
  expense.  The Escrow Fund shall be the sole source of funds available for the
  fulfillment of any indemnification obligations of Vintel to Tut and Sub.
  
       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.
  
       Prior to the Merger, Tut owned an aggregate of 363,125 shares of Common
  Stock of Vintel, representing approximately 11% of the outstanding capital stock
  of Vintel immediately prior to the Merger.
  
  Item 7.  Financial Statements and Exhibits.
  
       (a) Financial Statements of  Businesses Acquired.
  
            The unaudited financial statements for the period from inception
  (March 31, 1999) to September 30, 1999.
  
       (b) Pro Forma Financial Information.
  
            The accompanying unaudited pro forma combined statement of
  operations for the nine months ended September 30, 1999.  The unaudited pro
  forma financial information is not necessarily indicative of the results or
  financial position that would actually have been reported had the sale and
  purchase transactions underlying the pro forma adjustments actually been
  consummated on such dates nor is it necessarily indicative of future operating
  results or financial position.
  
       (c)  Exhibits.
  
            The following exhibits are hereby incorporated herein:
  
                                         2
  2.1  Agreement and Plan of Reorganization dated as of October 15, 1999
                 by and Tut Systems, Inc., Vintel Acquisition Corp., Vintel
                 Communications, Inc. and Peter C. Vinsel (filed as an Exhibit
                 to Quarterly Report on Form 10Q for the Quarter Ended September
                 30, 1999, filed November 5, 1999.)*
  
  --------------
  *  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.
  
                                         3
  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: February 7, 2000                         By: /s/ Nelson B. Caldwell
                                                     --------------------------
                                                     Nelson B. Caldwell, Vice
                                                     President and Chief
                                                     Financial Officer
  ITEM 7(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED:
  
                            VINTEL COMMUNICATIONS, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                             CONDENSED BALANCE SHEET
                                  (in thousands)
  
                                                               September 30,
                                                                   1999
                                                              ----------------
                                                                (unaudited)
  ASSETS
  Current assets:
      Cash and cash equivalents                                     $     380
      Prepaid expenses and other                                            2
                                                              ----------------
        Total current assets                                              382
  
      Property and equipment, net                                          48
      Other assets                                                          4
                                                              ----------------
  
          Total assets                                              $     434
                                                              ================
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
      Accounts payable                                              $      18
                                                              ----------------
  
  Shareholders' equity:
      Common stock                                                        522
      Accumulated deficit                                                (106)
                                                              ----------------
        Total shareholders' equity                                        416
                                                              ----------------
  
          Total liabilities and shareholders' equity                $     434
                                                              ================
  
   The accompanying notes are in integral part of these condensed financial
  statements.
  VINTEL COMMUNICATIONS, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                         CONDENSED STATEMENT OF OPERATIONS
                     (in thousands, except per share amount)
  
                                                                 March 31,
                                                                   1999
                                                                (Inception)
                                                                  through
                                                               September 30,
                                                                   1999
                                                              ----------------
                                                                (unaudited)
  
  Product and services revenue                                      $     200
  Cost of goods sold                                                      110
                                                              ----------------
  
  Gross margin                                                             90
                                                              ----------------
  
  Operating expenses:
      Research and development                                            118
      General and administrative                                           78
                                                              ----------------
          Total operating expenses                                        196
                                                              ----------------
  
  Net loss                                                         $     (106)
                                                              ================
  Net loss per share, basic and diluted                            $    (0.07)
                                                              ================
  Shares used in computing net loss,
      basic and diluted                                                 1,595
                                                              ================
  
   The accompanying notes are in integral part of these condensed financial
  statements.
  VINTEL COMMUNICATIONS, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                    CONDENSED STATEMENT OF SHAREHOLDER'S EQUITY
                                   (in thouands)
  Common Stock
                                                     ------------------------------       Accumulated
                                                        Shares            Amount            Deficit           Totals
                                                     -------------   ---------------    ----------------   ---------------
                                                                                (unaudited)
  Balances as of March 31, 1999 (Inception)                       -         $       -         $       -         $       -
  
  Common stock issued to founder                              2,000                20                 -                20
  
  Common stock issued for consulting services                    55                 1                 -                 1
  
  Common stock issued for cash                                  463               501                 -               501
  
  Net loss                                                        -                 -              (106)             (106)
                                                     --------------   ---------------    ---------------   --------------
  Balances as of September 30, 1999                           2,518         $     522        $     (106)        $     416
                                                     ==============   ===============    ===============   ==============
  The accompanying notes are in integral part of these condensed financial
  statements.
  VINTEL COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (in thouands)
  
                                                                 March 31,
                                                                   1999
                                                                (Inception)
                                                                  through
                                                               September 30,
                                                                   1999
                                                               --------------
                                                                (unaudited)
  
  Cash flows from operating activities:
      Net loss                                                     $     (106)
      Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation                                                        8
        Noncash compensation expense                                       21
        Change in assets and liabilities:
          Prepaid expenses and other assets                                (6)
          Accounts payable                                                 18
                                                               ---------------
             Net cash used in operating activities                        (65)
                                                               ---------------
  
  Cash flows from investing activities:
      Purchase of property and equipment                                  (56)
                                                               ---------------
             Net cash used in investing activities                        (56)
                                                               ---------------
  
  Cash flows from financing activities:
      Proceeds from issuances of common stock                             501
                                                               ---------------
             Net cash provided by financing activities                    501
                                                               ---------------
  
  Net increase in cash and cash equivalents                               380
  
  Cash and cash equivalents, beginning of period                            -
                                                               ---------------
  
  Cash and cash equivalents, end of period                          $     380
                                                               ===============
  
   The accompanying notes are in integral part of these condensed financial
  statements.
  VINTEL COMMUNICATIONS, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO CONDENSED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  NOTE 1 - THE COMPANY:
  
     Vintel Communications, Inc. (the "Company"), was incorporated in March 1999
  in the state of California.  The Company specializes in developing high-
  performance circuit and packet switching software for use in DSL access
  multiplexers.
  
  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
  
  Use of estimates
  
     The preparation of financial statements in conformity with generally accepted
  accounting principles requires management to make estimates and assumptions that
  affect the reported amounts of assets and liabilities and disclosure of
  contingent assets and liabilities at the date of the financial statements and
  the reported amounts of revenues and expenses during the reporting period.
  Actual results could differ from those estimates.
  
  Cash and cash equivalents
  
     The Company includes in cash and cash equivalents all highly liquid
  investments which mature within three months of their purchase date.
  
  Property and equipment
  
     Property and equipment are carried at cost.  The Company provides for
  depreciation by charges to expense which are sufficient to write off the cost of
  the assets over their estimated useful lives on the straight-line basis.  Useful
  lives by principal classifications are as follows:
  
     Furniture and fixtures                                        5 years
     Computers and software                                        3 years
  
     When assets are sold or otherwise disposed of, the cost and accumulated
  depreciation and amortization are removed from the asset and allowance for
  depreciation and amortization accounts, and any gain or loss on that sale or
  disposal, is credited or charged to income.
  
     Maintenance, repairs, and minor renewals are charged to expense as incurred.
  Expenditures which substantially increase an asset's useful life are
  capitalized.
  
  Research and development
  
     Research and development expenditures are charged to expense as incurred.
  
  Income taxes
  
     Deferred income taxes result primarily from temporary differences between
  financial and tax reporting.  Deferred tax assets and liabilities are determined
  based on the difference between the financial statement bases and the tax bases
  of assets and liabilities using enacted tax rates.  A valuation allowance is
  established to reduce a deferred tax asset to the amount that is expected more
  likely than not to be realized.
  
  Net loss per share
  
     Basic and diluted net loss per share are computed using the weighted average
  number of common shares outstanding.
  
                                         8
  VINTEL COMMUNICATIONS, INC.
                           (A DEVELOPMENT STAGE COMPANY)
                      NOTES TO CONDENSED FINANCIAL STATEMENTS
                                    (Unaudited)
                                    (continued)
  
  NOTE 3 - PROPERTY AND EQUIPMENT:
  
     Property and equipment as of September 30, 1999 consists of the following:
  
     Furniture and fixtures                                       $        26
     Computure and software                                                30
                                                                  ------------
                                                                           56
     Less: Accumulated depreciation                                        (8)
                                                                  ------------
  
                                                                  $        48
                                                                  ------------
  
  NOTE 4 - STOCK OPTION PLAN:
  
     The Company reserved 750,000 shares of common stock for issuance under the
  1999 Stock Option Plan (the "Plan") to employees, outside directors and
  consultants.  Under the terms of the Plan options may be granted at prices no
  less than 85% of the fair market value at the date of grant, as determined by
  the Board of Directors.  The options generally vest over four years and expire
  ten years after the date of grant.  The Plan provides that vesting accelerates
  on all outstanding options upon a change of control, as defined.
  
     As of September 30, 1999, 750,000 options at an exercise price of $0.10 were
  outstanding.
  
  NOTE 5 - OPERATING LEASE
  
     In May 1999, the Company entered into a two year noncancelable office lease
  for $4,220 per month plus common area charges.
  
  NOTE 6 - INCOME TAXES:
  
     Due to the uncertainty surrounding the realization of the tax attributes in
  tax returns, the Company has placed a full valuation allowance against its
  otherwise recognizable net deferred tax asset.
  
  NOTE 7 - SUBSEQUENT EVENT:
  
     On October 15, 1999, the Company entered into a definitive agreement to
  exchange all outstanding shares for shares of Tut Systems, Inc.
  
                                         9
  ITEM 7(B) PRO FORMA FINANCIAL INFORMATION:
  
                                 TUT SYSTEMS, INC.
               UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
  
     On November 12, 1999, Tut Systems, Inc. ("Tut") completed the acquisition of
  Vintel Communications, Inc. ("Vintel") in a transaction to be accounted for as a
  purchase.  The stockholders of Vintel received 116,370 shares of Tut common
  stock and $500,000 in cash.  Additionally, Tut converted stock options to
  purchase 750,000 shares of Vintel common stock into stock options to purchase
  40,500 shares of Tut common stock.  The total purchase price is $4,780,000.  The
  acquisition has been structured as a tax free reorganization.
  
     The following unaudited pro forma combined financial data present the effect
  of the acquisition of Vintel to be accounted for as a purchase.  The unaudited
  pro forma combined balance sheet presents the combined financial position of Tut
  and Vintel as of September 30, 1999 assuming that the acquisition had occurred
  as of that date.  Such pro forma information is based upon the historical
  balance sheet data of Tut and the historical balance sheet data of Vintel as of
  September 30, 1999.  The unaudited pro forma combined statement of operations
  gives effect to the acquisition of Vintel by Tut for the nine months ended
  September 30, 1999 as if such acquisition had occurred on January 1, 1999.
  
     The unaudited pro forma combined financial data are based on the estimates
  and assumptions set forth in the notes to such statements, which have been made
  solely for purposes of developing such pro forma information.  The unaudited pro
  forma combined financial data are not necessarily an indication of the results
  that would have been achieved had the transaction been consummated as of the
  dates indicated or that may be achieved in the future.
  
     These unaudited pro forma combined financial data should be read in
  conjunction with the historical financial statements and notes thereto of Vintel
  included elsewhere herein and the historical financial statements and notes
  thereto of Tut included in their S-1 Registration, as amended, and their
  Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.
  
                                         10
  TUT SYSTEMS, INC.
              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                             AS OF SEPTEMBER 30, 1999
                                  (in thousands)
  Tut              Vintel
                                                           Systems,         Communicatons,                            Pro Forma
                                                             Inc.               Inc.           Adjustments            Combined
                                                        ----------------   ----------------  ----------------      ----------------
  ASSETS
  Current assets:
      Cash and cash equivalents                              $   16,977          $     380         $       -            $   17,357
      Short-term investments                                     23,442                  -                 -                23,442
      Accounts receivable, net                                    8,663                  -                 -                 8,663
      Inventories                                                 4,784                  -                 -                 4,784
      Prepaid expenses and other                                  1,440                  2                 -                 1,442
                                                        ----------------   ----------------  ----------------      ----------------
           Total current assets                                  55,306                382                 -                55,688
  
  Property and equipment, net                                     2,924                 48                 -                 2,972
  Intangible assets                                                   -                  -             1,764  (A)            1,764
  Other assets                                                    2,340                  4                 -                 2,344
                                                        ----------------   ----------------  ----------------      ----------------
  
           Total assets                                      $   60,570          $     434        $    1,764            $   62,768
                                                        ================   ================  ================      ================
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
      Accounts payable                                       $    3,166          $      18         $       -            $    3,184
      Accrued liabilities                                         2,015                  -                 -                 2,015
      Line of credit                                              1,452                  -                 -                 1,452
      Deferred revenue                                              770                  -                 -                   770
                                                        ----------------   ----------------  ----------------      ----------------
           Total current liabilities                              7,403                 18                                   7,421
  
  Deferred revenue, net of current portion                        2,310                  -                 -                 2,310
                                                        ----------------   ----------------  ----------------      ----------------
           Total liabilities                                      9,713                 18                 -                 9,731
                                                        ----------------   ----------------  ----------------      ----------------
  
  Stockholders' equity:
      Common stock                                                   12                522              (522) (A)               12
      Additional paid in capital                                104,256                  -             4,780  (A)          109,036
      Deferred compensation                                      (1,085)                 -                 -                (1,085)
      Accumulated deficit                                       (52,326)              (106)              106  (A)          (54,926)
                                                                                                      (2,600) (A)
                                                        ----------------   ----------------  ----------------      ----------------
           Total stockholders' equity                            50,857                416             1,764                53,037
                                                        ----------------   ----------------  ----------------      ----------------
  
           Total liabilities and stockholders' equity        $   60,570          $     434        $    1,764            $   62,768
                                                        ================   ================  ================      ================
  See accompanying notes to the unaudited pro forma condensed combined financial
  statements.
  TUT SYSTEMS, INC.
               UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                     (in thousands, except per share amounts)
  Pro Forma
                                                                  Historical                                        Combined
                                                       ----------------------------------                        ----------------
                                                                            March 31,
                                                                              1999
                                                         Nine Months       (Inception)
                                                            Ended            through                               Nine Months
                                                        September 30,     September 30,                               Ended
                                                            1999              1999                                September 30,
                                                       ----------------  ----------------
                                                             Tut             Vintel          Adjustments              1999
                                                       ----------------  ----------------  ----------------      ----------------
  Revenues:
      Product and services                                  $   15,887         $     200        $     (200) (B)       $   15,887
      License and royalty                                        1,278                 -                 -                 1,278
                                                       ----------------  ----------------  ----------------      ----------------
          Total revenues                                        17,165               200              (200)               17,165
                                                       ----------------  ----------------  ----------------      ----------------
  
  Cost of goods sold:
      Product and services                                       9,501               110              (110) (B)            9,501
      License and royalty                                            3                 -                 -                     3
                                                       ----------------  ----------------  ----------------      ----------------
          Total cost of goods sold                               9,504               110              (110)                9,504
                                                       ----------------  ----------------  ----------------      ----------------
  
  Gross margin                                                   7,661                90               (90)                7,661
                                                       ----------------  ----------------  ----------------      ----------------
  
  Operating Expenses:
      Sales and marketing                                        7,536                 -                 -                 7,536
      Research and development                                   5,367               118               (90) (B)            5,395
      General and administrative                                 3,110                78                 -                 3,188
      Amortization of intangibles                                    -                 -               296  (C)              296
      Noncash compensation expense                                 342                 -                 -                   342
                                                       ----------------  ----------------  ----------------      ----------------
          Total operating expenses                              16,355               196               206                16,757
                                                       ----------------  ----------------  ----------------      ----------------
  
  Loss from operations                                          (8,694)             (106)             (296)               (9,096)
  
  Interest expense                                                (467)                -                 -                  (467)
  Other income                                                   1,587                 -                 -                 1,587
                                                       ----------------  ----------------  ----------------      ----------------
        Loss before income taxes                                (7,574)             (106)             (296)               (7,976)
  
  Income tax expense                                                 1                 -                 -                     1
                                                       ----------------  ----------------  ----------------      ----------------
        Net loss                                                (7,575)             (106)             (296)               (7,977)
  
  Dividend accretion on preferred stock                            235                 -                 -                   235
                                                       ----------------  ----------------  ----------------      ----------------
  
  Net loss attributable to common stockholders             $    (7,810)       $     (106)       $     (296)          $    (8,212)
                                                       ================  ================  ================      ================
  
  Net loss per share attributable to common
      stockholders, basic and diluted                       $    (0.75)       $    (0.07)                             $    (0.78)
                                                       ================  ================  ================      ================
  
  Shares used in computing net loss attributable
      to common stockholders, basic and diluted (D)             10,360             1,595               116  (A)           10,476
                                                       ================  ================  ================      ================
  See accompanying notes to the unaudited pro forma condensed combined financial
  statements.
  Tut Systems, Inc.
          NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
                      (in thousands, except per share amounts)
  
  NOTE 1 - BASIS OF PRESENTATION:
  
     On November 12, 1999, Tut Systems, Inc. ("Tut") completed the acquisition of
  Vintel Communications, Inc. ("Vintel") in a transaction to be accounted for as a
  purchase.  Vintel stockholders and optionholders received an aggregate total of
  156,870 shares of Tut common stock and shares subject to options, as applicable.
  The purchase price of the Vintel acquisition is $4,780,000 including the
  estimated value of the Tut shares and the estimated value of vested options
  issued upon consummation of the acquisition and estimated transaction costs.
  
     The allocation of the purchase price using balances as of September 30, 1999
  is summarized below (in thousands):
  
     Net tangible assets                                          $       416
     In-process research and development                                2,600
     Workforce                                                            380
     Goodwill                                                           1,384
                                                                  ------------
  
                                                                  $     4,780
                                                                  ------------
  
     The actual purchase price allocation is dependent upon the fair values of the
  acquired assets and assumed liabilities as for the acquisition date of the
  preliminary valuation report.  The amount allocated to the purchased in-process
  technology was determined based on an appraisal completed by an independent
  third party using established valuation techniques and was expensed upon
  acquisition, because technological feasibility had not been established and no
  future alternative uses existed.  The product percentage of completion was
  estimated to be 75%.  The value of this in-process technology was determined by
  estimating the cost to develop the purchased in-process technology into a
  commercially viable product, estimating the resulting net cash flows from the
  sale of the product resulting from the completion of the in-process technology,
  and discounting the net cash flows back to their present value.
  
     The amounts allocated to in-process research and development will be charged
  to the statement of operations in the period the acquisition is consummated.
  
  NOTE 2 - PRO FORMA ADJUSTMENTS
  
       A.  To reflect acquisition of Vintel based on the preliminary purchase
           price allocation described in Note 1.
  
       B.  To eliminate intercompany transaction.
  
       C.  To reflect amortization of goodwill and workforce over their estimated
           useful lives of five and three years, respectively, as if the
           acquisition occurred on January 1, 1999.
  
       D.  Basic and diluted net loss per share is computed using the weighted
           average number of common shares outstanding during the period.
           Unaudited pro forma combined basic and diluted net loss per share also
           includes shares of common stock to be issued in connection with the
           proposed Vintel acquisition. Common equivalent shares, including stock
           options, are excluded from the computation as their effect is anti-
           dilutive.
  
     The amount allocated to in-process research and development has not been
  included in the unaudited pro forma combined statement of operations as it is
  nonrecurring.  This amount will be expensed in the period the acquisition is
  consummated.
  
                                         13