**UNITED STATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

** **

**FORM 10-Q/A****(AMENDMENTNO. 2 TO FORM 10-Q)**

 
| **ý** | ** ** | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|------------|---------------------------------------------------------------------------------------------------|

 

**For the quarterly period endedJune 30, 2003**

** **

**TUT SYSTEMS, INC.****(Exact name of Registrant as specified in its charter)**

 

| **Delaware**                                                    | **94-2958543**                        |
|-----------------------------------------------------------------|---------------------------------------|
| (State or Other  Jurisdiction of Incorporation or Organization) | (I.R.S. Employer  Identification No.) |
|                                                            |                                  |
| **6000 SW  Meadows Drive, Suite 200  Lake Oswego, Oregon**      | **97035**                             |
| (Address of Principal  Executive Offices)                       | (Zip Code)                            |

 

Registrant’s telephonenumber, including area code: (503) 594-1400

 

Indicate by check mark whether the Registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes ý  No o

 

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Act). Yes o  No ý.

 

As of July 28, 2003, 19,991,689 shares of registrant’scommon stock, par value $0.001 per share, were issued and outstanding.

 

 

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The undersigned registrant hereby amends the Form 10-Qoriginally filed on July 31, 2003, as amended on June 11, 2004 (the “Form 10-Q”),solely for the purpose of revising the Company’s disclosure of whether it is anaccelerated filer, as set forth herein. At the time of the filing of the Form 10-Q, the Company incorrectlyindicated in its filing that it was an accelerated filer, as that term isdefined in Rule 12b-2 of the Act. The Company was not an accelerated filer atthe time of filing the Form 10-Q, nor at the time that the Form 10-Q wasamended on June 11, 2004.  This Form10-Q/A does not reflect events occurring after the filing of the original Form10-Q, as amended, or modify or update the disclosures therein in any way otherthan as reflected below.

 

Solely with respect to disclosure of whether theCompany is an accelerated filer (as defined in Rule 12b-2 of the Act), thecover page to the Form 10-Q is hereby amended and restated as follows:

 

“Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Act). Yes o  No ý.”

 

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**SIGNATURE**

 

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:  September 2, 2004

 
|   |   | Tut Systems, Inc. |
|--------|--------|-------------------|
|   |   |              |   |
|   |   | By:               | /s/ Randall K. Gausman |
|   |   |              | Randall K. Gausman, |
|   |   |              | *Vice-President,  Finance and Chief Financial Officer (Principal Financial Officer)* |

 

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**INDEX TO EXHIBITS**

 
| **Exhibit Number** |   | **Exhibit**                                                                                              |
|--------------------|--------|----------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                     |
| 31.1               |   | Certification of Chief Executive Officer pursuant to  Section 302(a) of the Sarbanes-Oxley Act of 2002.  |
|               |   |                                                                                                     |
| 31.2               |   | Certification of Chief  Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of  2002. |

 

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