UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1923, 2004

TIPPINGPOINT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15715

74-2902814

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

7501B North Capital of Texas Highway

Austin, Texas 78731

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (512) 681-8000

~~Item~~Check 5.the ~~Other~~appropriate ~~Events~~box ~~and~~below ~~Regulation~~if FDthe ~~Disclosure.~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On¨ ~~August~~Written ~~20,~~communications ~~2004,~~pursuant ~~TippingPoint Technologies, Inc. (“TippingPoint”) issued a press release announcing that Mr. David Sikora and Mr. Kenny Van Zant have been appointed~~ to ~~serve~~Rule ~~as members of TippingPoint’s Board of Directors. The appointments occurred at a meeting of TippingPoint’s Board of Directors on August 19, 2004. A copy of TippingPoint’s~~425 ~~press~~under ~~release announcing~~ the ~~appointments~~Securities isAct ~~attached~~(17 asCFR ~~Exhibit 99~~230.1425) ~~and is incorporated herein by reference.~~

~~The~~¨ ~~press~~Soliciting ~~release~~material ~~also~~pursuant ~~announced the resignation of Michael Corboy from TippingPoint’s Board of Directors. The resignation of Mr. Corboy did not involve any disagreements with TippingPoint on any matter relating~~ to ~~TippingPoint’s~~Rule ~~operations,~~14a-12 ~~policies~~under orthe ~~practices,~~Exchange ~~nor~~Act ~~did~~(17 ~~Mr.~~CFR ~~Corboy request that any matter be disclosed in connection with his resignation~~240.14a-12)

~~Item~~¨ 7.Pre-commencement communications ~~Financial~~pursuant ~~Statements~~to ~~and~~Rule ~~Exhibits~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On August 23, 2004, TippingPoint Technologies, Inc. (“TippingPoint”) issued a press release announcing its financial results for the fiscal quarter ended July 31, 2004 and providing certain financial estimates for its third fiscal quarter. A copy of TippingPoint’s press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information being furnished in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits.

99.1. Press Release dated August 2023, 2004 by TippingPoint Technologies, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIPPINGPOINT TECHNOLOGIES, INC.
Date: August 20, 2004	By:	/s/ Adam Chibib
Date: August 23, 2004	By:	/s/ Adam Chibib
		Adam Chibib
		Chief Financial Officer

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TIPPINGPOINT TECHNOLOGIES, INC.

EXHIBIT INDEX

ExhibitNumber		Description
Exhibit Number		Description
99.1		Press Release dated August 2023, 2004 by TippingPoint Technologies, Inc.

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