PAGETable ITEM NUMBER ---- ------ PART I 1. Business.................................................... 4 2. Properties.................................................. 26 3. Legal Proceedings........................................... 26 4. Submission of Matters to a Vote of Security Holders......... 26 4A. Executive Officers of the Registrant........................ 27 PART II Market for Registrant's Common Equity and Related 5. Stockholder Matters......................................... 29 6. Selected Consolidated Financial Data........................ 30 Management's Discussion and Analysis of Financial Condition 7. and Results of Operations................................... 31 Quantitative and Qualitative Disclosures About Market 7A. Risk........................................................ 38 8. Financial Statements and Supplementary Data................. 40 PART III Changes in and Disagreements with Accountants on Accounting 9. and Financial Disclosure.................................... 63 10. Directors and Executive Officers of the Registrant.......... 63 11. Executive Compensation...................................... 63 Security Ownership of Certain Beneficial Owners and 12. Management.................................................. 63 13. Certain Relationships and Related Transactions.............. 63 PART IV Exhibits, Financial Statement Schedules and Reports on Form 14. 8-K......................................................... 63 SIGNATURES........................................................ 67Contents

~~2000~~UNITED ~~1999~~STATES ------------- ---- Lucent Technologies................................... 19% 15% Rhythms NetConnections................................ Less than 10% 41% Network Access Solutions.............................. Less than 10% 19% Covad Communications.................................. Less than 10% 11%

~~NAME~~SECURITIES ~~AGE~~AND ~~POSITION(S)~~EXCHANGE ~~----~~COMMISSION --- ----------- Richard N. Tinsley................... 36 President, Chief Executive Officer and Director P. Kingston Duffie................... 40 Chief Technology Officer and Director Terrence J. Schmid................... 37 Chief Financial Officer Eric J. Andrews...................... 35 Vice President, Marketing Gary D. Corbin....................... 52 Chief Information Officer Michael A. Crumlin................... 39 Vice President, Sales John Loiacono IV(1).................. 37 Vice President, Business Development Catherine Millet..................... 48 Vice President, Engineering Shames S. Panahi..................... 42 Vice President, Operations M. Denise Savoie(2).................. 45 Vice President, Business Operations Edward S. Thompson................... 53 Vice President, Customer Service Worldwide

~~THREE MONTHS ENDED ------------------------------------------------------ MARCH 31~~WASHINGTON, ~~JUNE 30, SEPTEMBER 30, DECEMBER 31, 2000 2000 2000 2000 --------- -------- ------------- ------------ Price range per share: High~~D.C.~~..............................~~ ~~$95.25~~20549 ~~$94.59 $107.00 $50.13 Low................................. $47.75 $23.00 $ 44.50 $ 5.13~~

~~PERIOD FROM JANUARY 2, YEARS ENDED 1998 DECEMBER 31, (INCEPTION) TO~~ FORM 10-~~------------------~~K DECEMBER 31, 2000 1999 1998 -------- ------- -------------- (IN THOUSANDS, EXCEPT PER SHARE DATA) STATEMENT OF OPERATIONS DATA: Net revenues................................................ $149,365 $27,196 $ -- Cost of revenues: Cost of products sold..................................... 61,058 12,359 -- Write-down of inventory................................... 4,098 -- -- Provision for purchase commitments........................ 7,300 -- -- -------- ------- ------- Total cost of revenues.............................. 72,456 12,359 -- Gross profit................................................ 76,909 14,837 -- Operating expenses: Research and development (exclusive of non-cash compensation expense of $3,766, $1,639 and $9 for 2000, 1999 and 1998, respectively)............................ 18,729 5,731 3,462 Sales and marketing (exclusive of non-cash compensation expense of $1,885, $846 and $17 for 2000, 1999 and 1998, respectively)........................................... 13,268 3,912 737 General and administrative (exclusive of non-cash compensation expense of $1,366, $1,099 and $3 for 2000, 1999 and 1998, respectively)............................ 6,894 1,559 713 Amortization of intangible assets......................... 635 -- -- Amortization of deferred stock compensation............... 7,017 3,584 29 -------- ------- ------- Total operating expenses............................ 46,543 14,786 4,941 Operating income (loss)..................................... 30,366 51 (4,941) Interest income (expense) and other, net.................... 7,960 180 193 -------- ------- ------- Income (loss) before income tax expense..................... 38,326 231 (4,748) Income tax expense.......................................... 15,964 463 1 -------- ------- ------- Net income (loss)........................................... $ 22,362 $ (232) $(4,749) Basic net earnings (loss) per share of common stock(1)...... $ 0.45 $ (0.03) $ (1.99) Diluted net earnings (loss) per share of common stock(1).... $ 0.34 $ (0.03) $ (1.99) Weighted-average shares of common stock outstanding used in computing basic net earnings (loss) per share of common stock(1).................................................. 49,964 8,474 2,390 ======== ======= ======= Weighted-average shares of common stock outstanding used in computing diluted net earnings (loss) per share of common stock(1).................................................. 66,069 8,474 2,390 ======== ======= =======

~~DECEMBER~~x ~~31,~~ANNUAL ~~-----------------------------~~REPORT ~~2000~~PURSUANT ~~1999~~TO ~~1998~~SECTION ~~--------~~13 ~~-------~~OR ~~------~~ 15(~~IN THOUSANDS~~d) ~~BALANCE~~OF ~~SHEET~~THE ~~DATA:~~SECURITIES ~~Cash~~EXCHANGE ~~and~~ACT ~~cash~~OF ~~equivalents~~1934................................... $199,091 $ 8,063 $1,338 Working capital............................................. 283,182 10,969 960 Total assets................................................ 345,997 19,257 1,970 Long-term obligations under capital leases, net of current portion................................................... 41 260 270 Total stockholders' equity.................................. $320,627 $11,891 $1,226

~~YEARS~~FOR ~~ENDED~~THE ~~DECEMBER~~FISCAL ~~31,~~YEAR ~~--------------~~ENDED 2000 1999 ----- ----- Net revenues................................................ 100.0% 100.0% Cost of revenues: Cost of products sold..................................... 40.9 45.4 Write-down of inventory................................... 2.7 -- Provision for purchase commitments........................ 4.9 -- ----- ----- Total cost of revenues............................ 48.5 45.4 Gross profit................................................ 51.5 54.6 Operating expenses: Research and development (exclusive of non-cash compensation expense of $3,766 and $1,639 for 2000 and 1999, respectively).................................... 12.5 21.1 Sales and marketing (exclusive of non-cash compensation expense of $1,885 and $846 for 2000 and 1999, respectively).......................................... 8.9 14.4 General and administrative (exclusive of non-cash compensation expense of $1,366 and $1,099 for 2000 and 1999, respectively).................................... 4.6 5.7 Amortization of intangible assets......................... 0.4 -- Amortization of deferred stock compensation............... 4.7 13.2 ----- ----- Total operating expenses.......................... DECEMBER 31~~.2 54.4 Operating income (loss)..................................... 20.3 0.2 Interest income (expense) and other~~, ~~net....................~~2008 5.3 0.7 ----- ----- Income (loss) before income tax expense..................... 25.7 0.8 Income tax expense.......................................... 10.7 1.7 ----- ----- Net income (loss)........................................... 15.0% (0.9)%

~~MATURING~~¨ ~~MATURING~~TRANSITION INREPORT ~~BETWEEN~~PURSUANT ~~MATURING~~TO ~~THREE~~SECTION ~~MONTHS~~13 ~~THREE MONTHS GREATER THAN~~ OR ~~LESS~~15(d) ~~AND~~OF ~~ONE~~THE ~~YEAR~~SECURITIES ~~ONE~~EXCHANGE ~~YEAR~~ACT ~~TOTAL~~OF ~~------------ ------------ ------------ -------- AT DECEMBER 31, 2000 Included in cash and cash equivalents~~1934.... $102,230 $ -- $ -- $102,230 Weighted average interest rate........... 7.11% -- -- 7.11% Included in short-term investments....... $ 27,968 $37,950 $ -- $ 65,918 Weighted average interest rate........... 6.78% 6.88% -- 6.84% Included in long-term investments........ $ -- $ -- $23,939 $ 23,939 Weighted average interest rate........... -- -- 6.68% 6.68% Total portfolio.......................... $130,198 $37,950 $23,939 $192,087 Weighted average interest rate........... 7.04% 6.88% 6.68% 6.96% AT DECEMBER 31, 1999 Included in cash and cash equivalents.... $ 2,750 $ -- $ -- $ 2,750 Weighted average interest rate........... 6.76% -- -- 6.76%

~~PAGE~~FOR ~~NUMBER~~THE ~~------~~TRANSITION ~~Independent~~PERIOD Auditor's Report................................ 41 Consolidated Balance Sheets as of December 31, 2000 and 1999...................................................... 42 Consolidated Statements of Operations for the years ended December 31, 2000, 1999 and 1998.......................... 43 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2000, 1999 and 1998.............. 44 Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998.......................... 45 Notes to Consolidated Financial Statements.................. 46FROM TO

~~DECEMBER~~COMMISSION ~~31,~~FILE ~~-------------------~~NUMBER 2000 1999 -------- ------- Current assets: Cash and cash equivalents................................. $199,091 $ 8,063 Short-term investments.................................... 65,918 -- Accounts receivable, net of allowance for doubtful accounts and sales returns of $3,076 and $276 at December 31, 2000 and 1999, respectively............... 1,251 6,439 Inventory................................................. 29,502 2,939 Income tax receivable..................................... 6,840 -- Deferred tax asset........................................ 3,616 -- Prepaid expenses and other current assets................. 2,176 599 -------- ------- Total current assets.............................. $308,394 $18,040 -------- ------- Property and equipment, net............................... 4,090 1,085 Long-term investments..................................... 23,939 -- Restricted cash........................................... 3,639 -- Intangible assets......................................... 5,832 -- Other assets.............................................. 103 132 -------- ------- Total assets...................................... $345,997 $19,257 ======== ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current obligations under note payable and capital leases................................................. $ 2,573 $ 229 Accounts payable.......................................... 8,229 783 Accrued compensation and benefits......................... 2,087 920 Customer deposits......................................... -- 1,328 Other current liabilities and accrued expenses............ 10,521 1,679 Deferred revenue.......................................... 1,802 2,132 -------- ------- Total current liabilities......................... 25,212 7,071 -------- ------- Long-term obligations under capital leases, net of current portion................................................... 41 260 Other long-term liabilities................................. 117 35 -------- ------- Total liabilities................................. 25,370 7,366 -------- ------- Stockholders' equity: Convertible preferred stock............................... -- 15 Common stock, $.001 stated value, 200,000 ~~shares authorized; 65,623 and 22,814 shares issued and outstanding at December 31, 2000 and 1999, respectively........................................... 66 22 Additional paid~~-in28843 capital................................ 309,773 26,536 Deferred stock compensation............................... (6,651) (9,701) Accumulated other comprehensive income.................... 58 -- Retained earnings (accumulated deficit)................... 17,381 (4,981) -------- ------- Total stockholders' equity........................ 320,627 11,891 -------- ------- Total liabilities and stockholders' equity........ $345,997 $19,257 ======== =======

~~YEARS~~TURNSTONE ~~ENDED DECEMBER 31~~SYSTEMS, ~~------------------------------ 2000 1999 1998 -------- ------- ------- Net revenues~~INC.~~...............................................~~ $149,365 $27,196 $ -- Cost of revenues: Cost of products sold..................................... 61,058 12,359 -- Write-down of inventory................................... 4,098 -- -- Provision for purchase commitments........................ 7,300 -- -- -------- ------- ------- Total cost of revenues............................ 72,456 12,359 -- Gross profit................................................ 76,909 14,837 -- Operating expenses: Research and development (exclusive of non-cash compensation expense of $3,766, $1,639 and $9 for 2000, 1999 and 1998, respectively............................ 18,729 5,731 3,462 Sales and marketing (exclusive of non-cash compensation expense of $1,885, $846 and $17 for 2000, 1999 and 1998, respectively).................................... 13,268 3,912 737 General and administrative (exclusive of non-cash compensation expense of $1,366, $1,099 and $3 for 2000, 1999 and 1998, respectively)........................... 6,894 1,559 713 Amortization of intangible assets......................... 635 -- -- Amortization of deferred stock compensation............... 7,017 3,584 29 -------- ------- ------- Total operating expenses.......................... 46,543 14,786 4,941 -------- ------- ------- Operating income (loss)........................... 30,366 51 (4,941) Interest income (expense) and other, net.................. 7,960 180 193 -------- ------- ------- Income (loss) before income tax............................. 38,326 231 (4,748) Income tax expense........................................ 15,964 463 1 -------- ------- ------- Net income (loss)........................................... $ 22,362 $ (232) $(4,749) ======== ======= ======= Basic net earnings (loss) per share of common stock......... $ 0.45 $ (0.03) $ (1.99) ======== ======= ======= Diluted net earnings (loss) per share of common stock....... $ 0.34 $ (0.03) $ (1.99) ======== ======= ======= Weighted-average shares of common stock outstanding used in computing basic net earnings (loss) per share............. 49,964 8,474 2,390 ======== ======= ======= Weighted-average shares of common stock outstanding used in computing diluted net earnings (loss) per share........... 66,069 8,474 2,390 ======== ======= =======

~~CONVERTIBLE ACCUMULATED RETAINED PREFERRED STOCK COMMON STOCK ADDITIONAL DEFERRED OTHER EARNINGS ---------------- --------------- PAID-IN STOCK COMPREHENSIVE~~ (~~ACCUMULATED~~Exact ~~SHARES~~name ~~AMOUNT SHARES AMOUNT CAPITAL COMPENSATION INCOME DEFICIT) ------- ------ ------ ------ ---------- ------------ ------------- ------------ Issuance~~ of ~~restricted~~registrant ~~common~~as ~~stock~~specified to founders.............. -- $ -- 16,950 $17 $ (9) $ -- $-- $ -- Issuance of Series A preferred stock, net of issuance costs... 11,680 12 -- -- 5,801 -- -- -- Issuance of common stock pursuant to stock plans to employees and to consultants................. -- -- 3,374 3 82 -- -- -- Issuance of convertible preferred stock warrants................. -- -- -- -- 40 -- -- -- Deferred stock compensation...... -- -- -- -- 195 (195) -- -- Amortization of deferred stock compensation................... -- -- -- -- -- 29 -- -- Net loss......................... -- -- -- -- -- -- -- (4,749) ------- ---- ------ --- -------- -------- --- ------- Balance at December 31, 1998....... 11,680 12 20,324 20 6,109 (166) -- (4,749) Issuance of Series B preferred stock, net of issuance costs... 3,177 3 -- -- 6,171 -- -- -- Issuance of common stock pursuant to stock plans to employees and to consultants................. -- -- 2,490 2 1,137 -- -- -- Deferred stock compensation...... -- -- -- -- 13,119 (13,119) -- -- Amortization of deferred stock compensation................... -- -- -- -- -- 3,584 -- -- Net loss......................... -- -- -- -- -- -- -- (232) ------- ---- ------ --- -------- -------- --- ------- Balance at December 31, 1999....... 14,857 15 22,814 22 26,536 (9,701) -- (4,981) Issuance of common stock pursuant to stock plans to employees.... -- -- 2,446 2 2,196 -- -- -- Repurchases of common stock...... -- -- (17) -- (20) -- -- -- Issuance of stock pursuant to warrant exercises.............. -- -- 266 1 (1) -- -- -- Conversion of preferred to common stock.......................... (14,857) (15) 29,714 30 (15) -- -- -- Issuance of stock pursuant to initial public offering, net of offering expenses.............. -- -- 6,900 7 92,104 -- -- -- Issuance of stock pursuant to secondary offering, net of offering expenses.............. -- -- 3,500 4 165,485 -- -- -- Deferred stock compensation...... -- -- -- -- 3,967 (3,967) -- -- Amortization of deferred stock compensation................... -- -- -- -- -- 7,017 -- -- Tax benefit on stock options..... -- -- -- -- 19,521 -- -- -- Other comprehensive income: Change in ~~unrealized~~its gain on available-for-sale securities................... -- -- -- -- -- -- 58 -- Net income..................... -- -- -- -- -- -- -- 22,362 Other comprehensive income..... -- -- -- -- -- -- -- -- ------- ---- ------ --- -------- -------- --- ------- Balance at December 31, 2000....... -- $ -- 65,623 $66 $309,773 $ (6,651charter) $58 $17,381 ======= ==== ====== === ======== ======== === ======= TOTAL STOCKHOLDERS' EQUITY ------------- Issuance of restricted common stock to founders.............. $ 8 Issuance of Series A preferred stock, net of issuance costs... 5,813 Issuance of common stock pursuant to stock plans to employees and to consultants................. 85 Issuance of convertible preferred stock warrants................. 40 Deferred stock compensation...... -- Amortization of deferred stock compensation................... 29 Net loss......................... (4,749) -------- Balance at December 31, 1998....... 1,226 Issuance of Series B preferred stock, net of issuance costs... 6,174 Issuance of common stock pursuant to stock plans to employees and to consultants................. 1,139 Deferred stock compensation...... -- Amortization of deferred stock compensation................... 3,584 Net loss......................... (232) -------- Balance at December 31, 1999....... 11,891 Issuance of common stock pursuant to stock plans to employees.... 2,198 Repurchases of common stock...... (20) Issuance of stock pursuant to warrant exercises.............. -- Conversion of preferred to common stock.......................... -- Issuance of stock pursuant to initial public offering, net of offering expenses.............. 92,111 Issuance of stock pursuant to secondary offering, net of offering expenses.............. 165,489 Deferred stock compensation...... -- Amortization of deferred stock compensation................... 7,017 Tax benefit on stock options..... 19,521 Other comprehensive income: Change in unrealized gain on available-for-sale securities................... 58 Net income..................... 22,362 -------- Other comprehensive income..... $ 22,420 ======== Balance at December 31, 2000....... $320,627 ========

YEAR ENDED DECEMBER 31, ------------------------------- 2000 1999 1998 --------- ------- ------- OPERATING ACTIVITIES Net income (loss)........................................... $ 22,362 $ (232) $(4,749) Adjustments to reconcile net income (loss) to net cash provided (used) in operating activities: Depreciation and amortization............................. 1,634 312 108 Stock compensation expense................................ 7,101 3,584 29 Common stock issued for services.......................... -- 13 2 Tax benefit on stock options.............................. 19,521 -- -- Provision for doubtful accounts and sales returns......... 2,800 276 -- Loss on disposal of property and equipment................ 53 -- -- Effect of changes in foreign currency..................... 51 -- -- Changes in assets and liabilities: Accounts receivable.................................... 2,829 (6,715) -- Income tax receivable.................................. (6,840) -- -- Deferred tax asset..................................... (3,616) -- -- Inventory.............................................. (26,563) (2,939) -- Prepaid expenses and other current assets.............. (1,562) (503) (56) Accounts payable....................................... 7,427 601 182 Accrued compensation and benefits...................... 1,117 791 129 Accrued expenses and other liabilities................. 8,981 1,680 34 Deferred revenue....................................... (330) 2,132 -- Customer deposits...................................... (1,328) 1,328 -- --------- ------- ------- Net cash provided (used) in operating activities...................................... 33,637 328 (4,321) INVESTING ACTIVITIES Acquisition of Paragon Solutions Limited, net of cash acquired of $374.......................................... (4,626) -- -- Acquisition of property and equipment....................... (3,981) (611) (194) Proceeds from disposal of property and equipment............ 31 -- -- Purchases of available-for-sale investments, net............ (120,076) -- -- Proceeds from sales and maturities of available-for-sale investments............................................... 30,277 -- -- Increase in other assets.................................... (72) (104) (28) Increase in restricted cash................................. (3,639) -- -- --------- ------- ------- Net cash used in investing activities............. (102,086) (715) (222) FINANCING ACTIVITIES Net proceeds from issuance of common stock.................. 259,694 1,126 91 Net proceeds from issuance of convertible preferred stock... -- 6,174 5,813 Principal payments of capital lease obligations............. (224) (188) (23) --------- ------- ------- Net cash provided by financing activities......... 259,470 7,112 5,881 Effect of exchange rate changes on cash and cash equivalents............................................... 7 -- -- Net increase in cash and cash equivalents................... 191,028 6,725 1,338 Cash and cash equivalents at beginning of period............ 8,063 1,338 -- Cash and cash equivalents at end of period.................. $ 199,091 $ 8,063 $ 1,338 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest.................................... $ 27 $ 31 $ -- Cash paid for income tax.................................. $ 6,775 $ -- $ -- NONCASH INVESTING AND FINANCING ACTIVITIES: Note payable issued for acquisition of Paragon Solutions Limited................................................ $ 2,377 $ -- $ -- Deferred stock compensation............................... $ 3,967 $13,119 $ 195 Equipment purchases under capital leases.................. $ -- $ 278 $ 422 Convertible preferred stock warrant issuances............. $ -- $ -- $ 40

DELAWARE

77-0473640

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

~~2000~~548 ~~1999~~Market ~~------- ------ Raw materials............................................. $ 295 $ 85 Finished goods............................................ 29~~Street,~~207~~ ~~2,854~~#26575 ~~------- ------ $29,502 $2,939 ======= ======~~

~~YEAR~~SAN ~~ENDED DECEMBER 31~~FRANCISCO, ~~----------------------------~~CALIFORNIA ~~2000~~94104 1999 1998 ------- ------ ------- Numerator: Net earnings (loss).................................. $22,362 $ (232) $(4,749) ======= ====== ======= Denominator Weighted-average shares outstanding -- basic......... 49,964 8,474 2,390 ------- ------ ------- Effect of dilutive securities Shares issuable under stock options.................. 4,819 -- -- Restricted stock subject to repurchase............... 8,726 -- -- Shares issuable pursuant to warrants................. 43 -- -- Shares issuable upon conversion of preferred stock... 2,517 -- -- ------- ------ ------- Weighted-average shares outstanding -- diluted....... 66,069 8,474 2,390 Net earnings (loss) per share -- basic................. $ 0.45 $(0.03) $ (1.99) ======= ====== ======= Net earnings (loss) per share -- diluted............... $ 0.34 $(0.03) $ (1.99) ======= ====== =======

~~YEAR~~(Address ~~ENDED DECEMBER 31, ------------------------- 2000 1999 1998 ----- ------ ------ Shares issuable under stock options....................... 4,307 6,678 3,000 Shares~~ of ~~restricted~~principal ~~stock~~executive ~~subject~~offices) to(Zip Code) repurchase: Founders................................................ -- 8,072 12,310 Other employees......................................... -- 3,266 3,328 Shares issuable pursuant to warrants to purchase convertible preferred stock on an "as-if converted" basis................................................... -- 270 270 Shares of convertible preferred stock on an "as-if converted" basis........................................ -- 29,714 23,360 ----- ------ ------ 4,307 48,000 42,268

~~YEAR ENDED DECEMBER 31, --------------------------- 2000 1999 1998 ------- ----- ------- Net income~~ (~~loss~~408)~~....................................... $22,362 $(232) $(4,749) Change in net unrealized gain (loss) on available~~ 907-~~for-sale~~1400 investments........................ 97 -- -- Tax (expense) benefit................................... (39) -- -- ------- ----- ------- Net unrealized gain..................................... 58 -- -- ------- ----- ------- Total comprehensive income.............................. $22,420 $(232) $(4,749) ======= ===== =======

~~YEAR ENDED DECEMBER 31, ----------------------- 2000 1999 ---------- --------- Net revenues............................................ $150,812 $28,429 Net income~~ (~~loss).......................................~~Registrant’s $telephone 21number,~~321~~ ~~$(1,471)~~including ~~Basic~~area ~~net earnings (loss~~code) ~~per share of common stock..... $ 0.43 $ (0.17) Diluted net earnings (loss) per share of common stock... $ 0.32 $ (0.17)~~

~~2000~~SECURITIES ~~1999~~REGISTERED ~~-----~~PURSUANT ~~-----~~TO ~~Accounts~~SECTION 12(B) ~~receivable.........................................~~OF ~~4,327~~THE ~~6,715 Allowance for doubtful accounts and sales returns........... 3,076 276 ----- ----- Accounts receivable, net.................................. 1,251 6,439 ===== =====~~ACT:

DECEMBER 31, 2000 ------------------------------------------------ GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE --------- ---------- ---------- ------- Certificates of deposit.......................... $ 5,639 $ -- $ -- $ 5,639 Commercial paper................................. 15,130 -- (10) 15,120 Government notes and bonds....................... 49,123 77 -- 49,200 Corporate notes and bonds........................ 23,507 30 -- 23,537 ------- ---- ---- ------- $93,399 $107 $(10) $93,496 ======= ==== ==== ======= Reported as: Short-term investments......................... $65,918 Long-term investments.......................... 23,939 Restricted cash................................ 3,639 ------- Total.................................. $93,496 =======


Title of each class		Name of each exchange on which registered
Common Stock, par value $0.001		None

~~2000~~SECURITIES ~~1999~~REGISTERED ~~------~~PURSUANT ~~------~~TO ~~Computer~~12(G) ~~equipment~~OF ~~and~~THE ~~purchased~~ACT: software.................. $3,037 $1,011 Test and lab equipment..................................... 1,398 233 Furniture and office equipment............................. 857 222 Leasehold improvements..................................... 113 39 ------ ------ 5,405 1,505 Less accumulated depreciation and amortization............. 1,315 420 ------ ------ $4,090 $1,085 ====== ======

~~2000~~None 1999 1998 ------- ---- ---- Current: Federal................................................... $ 8 $456 $-- State..................................................... 4 7 1 Foreign................................................... 47 -- -- ------- ---- --- Total current tax expense......................... 59 463 1 Deferred: Federal................................................... (3,616) -- -- State..................................................... -- -- -- ------- ---- --- Total deferred tax expense........................ (3,616) -- -- Charge in lieu of income taxes attributable to stock options exercised: Federal................................................... 16,720 -- -- State..................................................... 2,801 -- -- ------- ---- --- Total charge in lieu of income taxes.............. 19,521 -- -- ------- ---- --- Total income tax expense.......................... $15,964 $463 $ 1 ======= ==== ===

~~2000~~Indicate ~~1999~~by ~~1998~~check ~~-------~~mark ~~-------~~if ~~-------~~the registrant ~~Federal~~is ~~tax~~a atwell-known ~~statutory~~seasoned ~~rate......................... $13~~issuer,~~414~~ $as 79defined ~~$(1,614)~~in ~~State~~Rule 405 ~~taxes, net~~ of ~~federal~~the ~~income~~Securities ~~tax benefit~~Act........ 1,823 8 1 Research and development and other credits............ (209) (157) -- Permanent differences relating to stock exercise...... 1,843 1,273 -- Valuation allowances (utilized) not benefited......... (1,265) 379 484 Net operating losses (utilized) not benefited......... -- (1,128) 1,128 Other differences..................................... 358 9 2 ------- ------- ------- Total income tax expense.................... $15,964 $ 463 $ 1 ======= ======= ======= Yes ¨ No x

~~2000~~Indicate ~~1999~~by ~~1998~~check ~~-------~~mark ~~-------~~if ~~-------~~the ~~Deferred~~registrant ~~tax~~is ~~assets:~~not ~~Reserve~~required ~~for~~to ~~bad~~file ~~debt................................~~reports $pursuant ~~1,096~~to $Section 13 76or $ 24 Sales return reserve and other accruals............. 187 204 -- Inventory reserve................................... 1,781 -- -- Accrued vacation.................................... 329 -- -- Warranty reserve.................................... 144 -- -- Plant and equipment................................. -- 36 23 Startup costs....................................... 458 640 814 Deferred revenues................................... 697 222 -- Goodwill, foreign branch............................ 162 -- -- Net operating loss carryforwards.................... -- 17 1,410 ------- ------- ------- Total gross deferred tax assets............. 4,854 1,195 2,271 Deferred tax liabilities: Plant and equipment................................. Section 15(47d) --of ~~-- ------- ------- ------- 4,807 1,195 2,271 Valuation allowance~~the Act.~~................................~~ Yes ¨ No x ~~(1,191) (1,195) (2,271) ------- ------- ------- Net deferred tax assets..................... $ 3,616 $ -- $ -- ======= ======= =======~~

~~CAPITAL~~Indicate ~~OPERATING~~by ~~YEAR~~check ~~ENDING~~mark ~~DECEMBER~~whether ~~31,~~the ~~LEASES~~registrant ~~LEASES~~(1) has ~~------------------------~~filed ~~-------~~all ~~---------~~reports ~~2001....................................................~~required ~~$205~~to $be ~~4,010~~filed ~~2002....................................................~~by 42Section 13 ~~3,889~~or ~~2003....................................................~~15(d) --of ~~4,023~~the ~~2004....................................................~~Securities --Exchange ~~4,162~~Act ~~2005....................................................~~of --1934 ~~4,277~~during ~~Thereafter..............................................~~the --preceding ~~21,014~~12 months ~~----~~(or ~~-------~~for ~~Total~~such shorter ~~minimum~~period ~~lease~~that ~~payments....................~~the ~~$247~~registrant ~~$41,375~~was ~~====~~required ~~=======~~to ~~Less:~~file ~~Amount~~such ~~representing~~reports), ~~imputed~~and ~~interest................~~(2) has 10been ~~----~~subject ~~Present~~to ~~value~~such offiling ~~minimum~~requirements ~~lease~~for ~~payments...................~~the ~~237~~past ~~Less: Current portion~~90 days.~~....................................~~ Yes x No ¨ ~~$196 ---- Capital lease obligation, less current portion............ $ 41 ====~~

~~OUTSTANDING~~Indicate ~~OPTIONS~~by ~~----------------------~~check ~~WEIGHTED-~~mark ~~WEIGHTED-~~if disclosure ~~AVERAGE~~of ~~SHARES~~delinquent ~~AVERAGE~~filers ~~GRANT~~pursuant ~~AVAILABLE~~to ~~NUMBER~~Item 405 OFof ~~EXERCISE DATE FAIR FOR GRANT SHARES PRICE VALUE~~ Regulation S-~~--------~~K ~~---------~~is ~~---------~~not ~~---------~~contained ~~Authorized as of January 2~~herein, ~~1998~~and ~~(inception).....~~will ~~10,648~~not --be ~~Granted with exercise price: Less than fair value........................... (1~~contained,~~040)~~ ~~1,040 $ 0.07 $ 0.25 Equal~~ to ~~fair~~the ~~value............................~~best ~~(5,613) 5,613 0.03 0.03 Exercised........................................ -- (3,373) 0.03 Canceled......................................... 280 (280) 0.03 ------- ------ Balances as~~ of ~~December~~Registrant’s 31knowledge, ~~1998.................~~in ~~4,275~~definitive ~~3,000~~proxy ~~0.04~~or ~~Authorized.......................................~~information ~~3,500~~statements --incorporated ~~Granted~~by ~~with~~reference in ~~exercise~~Part III ~~price: Less than fair value........................... (6,168) 6,168 1.60 $ 3.65 Exercised........................................ -- (2,490) 0.46 ------- ------ Balances as~~ of ~~December~~this ~~31, 1999................. 1,607 6,678 1.33 Authorized....................................... 14,000~~ Form 10--K ~~Granted~~or ~~with~~any ~~exercise~~amendment ~~price: Less than fair value........................... (1,031) 1,031 7.20 $23.95 Equal~~ to ~~fair~~this ~~value............................ (~~Form 10~~,526) 10,526 33.47 33.47 Exercised........................................~~ -~~- (2,372) 0~~K.51 x ~~Canceled......................................... 524 (845) 36.13 ------- ------ ------ Balances as of December 31, 2000................. 4,574 15,018 $22.44 ======= ====== ======~~

~~OPTIONS~~Indicate by ~~OUTSTANDING~~check ~~OPTIONS~~mark ~~EXERCISEABLE~~whether ~~-----------------------------------------------~~the ~~------------------------~~registrant ~~NUMBER~~is OFa ~~WEIGHTED-~~large ~~NUMBER~~accelerated OFfiler, ~~SHARES~~an ~~SUBJECT~~accelerated AVERAGE SHARES WEIGHTED- TO OPTIONS REMAINING SUBJECT TO AVERAGE RANGE OF OUTSTANDING CONTRACTUAL OPTIONS EXERCISE EXERCISE PRICES (IN THOUSANDS) LIFE (YEARS) EXERCISEABLE PRICE --------------- -------------- ------------ ------------ --------- $ 0.03 633 7.2 96 $0.03 0.10 73 7.9 20 0.10 0.25 236 8.2 45 0.25 0.48 - 0.58 670 8.2 339 0.48 0.78 - 0.98 174 8.5 9 0.98 1.25 - 1.83 571 8.5 92 1.39 1.95 - 2.50 391 8.7 92 2.35 3.23 - 4.45 1filer,~~071~~ ~~8.8~~or ~~272~~a ~~3.54 5.31~~ non-accelerated ~~7.20 5~~filer,~~502~~ ~~9.2~~or 87a ~~5.77~~smaller ~~17.00~~reporting ~~273 9~~company.8 --See --definitions ~~27.50~~of -“large ~~40.81~~accelerated ~~150 9.3 -- -- 41.69 - 60.81 4~~filer,~~287~~” ~~9.5~~“accelerated --filer” --and “smaller ~~66.63~~reporting -company” ~~75.50~~in ~~987~~Rule ~~9.5~~ 12b--2 --of ~~------~~the ~~-----~~Exchange ~~----- 15,018 2,104 $1~~Act.90 ~~======~~(Check ~~=====~~one): ~~=====~~

~~YEAR~~Large ~~ENDED~~accelerated ~~DECEMBER~~filer ¨ Accelerated ~~31,~~ filer ¨ Non-~~----------------------------~~accelerated ~~2000~~filer ¨ Smaller reporting ~~1999~~company x 1998 -------- ------ ------- Net income (loss) -- as reported...................... $ 22,362 $ (232) $(4,749) Net income (loss) -- pro forma........................ $(46,377) $ (702) $(4,750) Basic net earnings (loss) per share -- as reported.... $ 0.45 $(0.03) $ (1.99) ======== ====== ======= Basic net earnings (loss) per share -- pro forma...... $ (0.93) $(0.08) $ (1.99) ======== ====== ======= Diluted net earnings (loss) per share -- as reported............................................ $ 0.34 $(0.03) $ (1.99) ======== ====== ======= Diluted net earnings (loss) per share -- pro forma.... $ (0.93) $(0.08) $ (1.99) ======== ====== =======

~~QUARTER~~Indicate ~~ENDED~~by ~~------------------------------------------------------~~check ~~MARCH~~mark ~~31,~~whether ~~JUNE~~the ~~30,~~registrant ~~SEPTEMBER~~is ~~30,~~a ~~DECEMBER~~shell ~~31,~~company ~~1999 1999 1999 1999 --------- -------- ------------- ------------~~ (INas defined ~~THOUSANDS,~~in EXCEPT PER SHARE AMOUNTS) CONSOLIDATED STATEMENT OF OPERATIONS DATA: Net revenues........................................ $ 952 $ 4,719 $9,033 $12,492 Cost of revenues.................................... 576 2,510 3,834 5,439 Rule 12b-~~------ ------- ------ ------- Gross profit........................................ 376~~ 2~~,209~~ 5,199 7,053 Operating expenses: Research and development.......................... 830 1,023 1,756 2,122 Sales and marketing............................... 508 821 1,100 1,483 General and administrative........................ 191 308 444 616 Amortization of ~~deferred~~the ~~stock compensation~~Act.~~...... 97 1,186 877 1,424 ------- ------- ------ ------- Total operating expenses................... 1,626 3,338 4,177 5,645 Operating income (loss~~)~~.............................~~ Yes ¨ No x (1,250) (1,129) 1,022 1,408 Interest income (expense) and other, net.......... 42 41 29 68 Income tax expense................................ -- -- 63 400 ------- ------- ------ ------- Net income (loss).......................... $(1,208) $(1,088) $ 988 $ 1,076 Basic net earnings (loss) per share................. $ (0.20) $ (0.14) $ 0.11 $ 0.10 ======= ======= ====== ======= Diluted net earnings (loss) per share............... $ (0.20) $ (0.14) $ 0.02 $ 0.02 ======= ======= ====== =======

~~QUARTER~~The ~~ENDED~~aggregate ~~------------------------------------------------------~~market ~~MARCH~~value ~~31,~~of ~~JUNE~~the ~~30,~~voting ~~SEPTEMBER~~and ~~30,~~non-voting ~~DECEMBER~~common ~~31,~~equity ~~2000~~held ~~2000~~by ~~2000 2000~~ non-~~--------~~affiliates ~~--------~~of ~~-------------~~the ~~------------~~Registrant ~~(IN~~as ~~THOUSANDS~~of June 30, ~~EXCEPT~~2008 ~~PER~~was ~~SHARE AMOUNTS) CONSOLIDATED STATEMENT OF OPERATIONS DATA: Net revenues........................................~~ approximately $23335,~~107 $41~~000,~~053~~ ~~$56,227~~which $excludes 2815,~~978~~517,856 ~~Cost~~ of ~~revenues(1).................................~~common ~~8,756~~stock ~~17,076~~held ~~23,356~~by 23Directors,~~268~~ ~~-------~~Officers ~~------- ------- -------- Gross profit........................................ 14,351 23,977 32,871 5,710 Operating expenses: Research~~ and ~~development..........................~~holders ~~2,728~~of ~~3,622~~ 5~~,884~~% ~~6,495~~or ~~Sales~~more ~~and~~of ~~marketing...............................~~the ~~2,078~~Registrant’s ~~3,635~~outstanding ~~3,495~~Common ~~4,060~~Stock ~~General~~on ~~and~~that ~~administrative(2)~~date.~~....................~~ ~~783~~Such ~~1,113~~aggregate ~~1,643~~market ~~3,355~~value ~~Amortization~~was ofcomputed ~~intangibles.......................~~by --reference --to ~~231~~the ~~404~~closing ~~Amortization~~price of the ~~deferred~~common stock ~~compensation.......~~as ~~1,818~~reported ~~1,996~~on ~~1,734~~the ~~1,469~~Over ~~-------~~The ~~-------~~Counter ~~-------~~Market ~~--------~~on ~~Total operating expenses................... 7~~June 30,~~407~~ ~~10,366~~2008 ~~12,987 15,783 Operating income~~ (~~loss).............................~~the ~~6,944~~last ~~13,611~~business ~~19,884~~day ~~(10,073)~~of ~~Interest~~the ~~income~~Registrant’s ~~(expense)~~most ~~and~~recently ~~other,~~completed ~~net..........~~fiscal ~~918~~second ~~1,475 1,446 4,121 Income tax expense (benefit~~quarter).~~.....................~~ 3,277 6,034 8,515 (1,862) ------- ------- ------- -------- Net income (loss).......................... $ 4,585 $ 9,052 $12,815 $ (4,090) Basic net earnings (loss) per share................. $ 0.12 $ 0.18 $ 0.24 $ (0.07) ======= ======= ======= ======== Diluted net earnings (loss) per share............... $ 0.07 $ 0.14 $ 0.19 $ (0.07) ======= ======= ======= ========

~~EXHIBIT~~The ~~NUMBER~~number ~~DESCRIPTION -------- ----------- 3.1* Amended and Restated Certificate~~ of ~~Incorporation~~outstanding ofshares ~~Turnstone Systems 3.2* Amended and Restated Bylaws~~ of ~~Turnstone~~the ~~Systems~~registrant’s ~~4.1* Form of~~ Common Stock ~~certificate 4.2* Registration Rights Agreement~~, ~~dated January 12, 1998, by and among Turnstone Systems and certain stockholders of Turnstone Systems named herein, as amended as of January 12, 1999 and November 21, 1999 4~~$0.3**001 ~~Form~~par ~~of Founder's Restricted Stock Purchase Agreement entered into as of January 2~~value, ~~1998,~~was ~~between Turnstone Systems and each of P. Kingston Duffie~~63, M. Denise Savoie and Richard N. Tinsley 10.1* Form of Indemnification Agreement entered into by Turnstone Systems with each of its directors and executive officers 10.2* 1998 Stock Plan and forms of agreement thereunder 10.3* 2000 Stock Plan and forms of agreement thereunder 10.4* 2000 Nonstatutory Stock Plan and forms of agreement thereunder 10.5** 2000 Employee Stock Purchase Plan and forms of agreement thereunder 10.6** Manufacturing Agreement dated as of October 16417,130 shares ~~1998, between Turnstone Systems and A-Plus Manufacturing Corporation 10.7** OEM Purchase Agreement, dated effective~~ as of ~~September 1, 1999, between Turnstone Systems and Lucent Technologies Inc., as amended as of September~~ February 28, ~~1999 and December 9, 1999 10~~2009.8* Lease dated April 28, 2000, between Turnstone Systems and South Bay/San Tomas Associates 10.9** Application Services Agreement, dated effective as of December 23, 1999, between Turnstone Systems and AristaSoft Corporation 10.10*** Agreement relating to sale and purchase of all the shares in Paragon Solutions Limited, dated July 19, 2000, among Turnstone Systems, each vendor listed in Schedule I thereto and Graham Parkins, as the vendor's representative 21.1 Subsidiaries 23.1 Consent of KPMG LLP

~~BALANCE~~DOCUMENTS ATINCORPORATED ~~ADDITIONS~~BY ~~BALANCE~~REFERENCE BEGINNING CHARGED TO AT END OF DESCRIPTION OF PERIOD OPERATIONS (DEDUCTIONS) PERIOD ----------- ---------- ---------- ------------ --------- Allowance for doubtful accounts: 2000......................................... $ 76 $2,600 $ -- $2,676 1999......................................... $ -- $ 76 $ -- $ 76 1998......................................... $ -- $ -- $ -- $ -- Sales return reserve: 2000......................................... $200 $ 512 $(312) $ 400 1999......................................... $ -- $ 200 $ -- $ 200 1998......................................... $ -- $ -- $ -- $ --

~~SIGNATURE TITLE DATE --------- ----- ---- /s/ RICHARD N~~None. TINSLEY President, Chief Executive March 13, 2001 --------------------------------------------------- Officer and Director (Principal Richard N. Tinsley Executive Officer) /s/ P. KINGSTON DUFFIE Chief Technology Officer and March 13, 2001 --------------------------------------------------- Director P. Kingston Duffie /s/ ROBERT J. FINOCCHIO, JR. Director March 13, 2001 --------------------------------------------------- Robert J. Finocchio, Jr. /s/ JOHN K. PETERS Director March 13, 2001 --------------------------------------------------- John K. Peters /s/ ANDREW W. VERHALEN Director March 13, 2001 --------------------------------------------------- Andrew W. Verhalen /s/ GEOFFREY Y. YANG Director March 13, 2001 --------------------------------------------------- Geoffrey Y. Yang

EXHIBITTable NUMBER DESCRIPTION ------- ----------- 3.1* Amended and Restated Certificate of Incorporation of Turnstone Systems 3.2* Amended and Restated Bylaws of Turnstone Systems 4.1* Form of Common Stock certificate 4.2* Registration Rights Agreement, dated January 12, 1998, by and among Turnstone Systems and certain stockholders of Turnstone Systems named herein, as amended as of January 12, 1999 and November 21, 1999 4.3** Form of Founder's Restricted Stock Purchase Agreement entered into as of January 2, 1998, between Turnstone Systems and each of P. Kingston Duffie, M. Denise Savoie and Richard N. Tinsley 10.1* Form of Indemnification Agreement entered into by Turnstone Systems with each of its directors and executive officers 10.2* 1998 Stock Plan and forms of agreement thereunder 10.3* 2000 Stock Plan and forms of agreement thereunder 10.4* 2000 Nonstatutory Stock Plan and forms of agreement thereunder 10.5 2000 Employee Stock Purchase Plan and forms of agreement thereunder 10.6 Manufacturing Agreement dated as of October 16, 1998, between Turnstone Systems and A-Plus Manufacturing Corporation 10.7** OEM Purchase Agreement, dated effective as of September 1, 1999, between Turnstone Systems and Lucent Technologies Inc., as amended as of September 28, 1999 and December 9, 1999 10.8* Lease dated April 28, 2000, between Turnstone Systems and South Bay/San Tomas Associates 10.9 Application Services Agreement, dated effective as of December 23, 1999, between Turnstone Systems and AristaSoft Corporation 10.10* Agreement relating to sale and purchase of all the shares in Paragon Solutions Limited, dated July 19, 2000, among Turnstone Systems, each vendor listed in Schedule I thereto and Graham Parkins, as the vendor's representative 21.1 Subsidiaries 23.1 Consent of KPMG LLPContents

TABLE OF CONTENTS


		PAGE
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Submission of Matters to a Vote of Security Holders	8

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8.	Financial Statements and Supplementary Data	12
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	18
Item 9A.	Controls and Procedures	18
Item 9B.	Other Information	19

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	20
Item 11.	Executive Compensation	21
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence	24
Item 14.	Principal Accountant Fees and Services	24

PART IV

Item 15.	Exhibits and Financial Statement Schedules	26

SIGNATURES		27
INDEX TO EXHIBITS		28

PART I

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent our expectations or beliefs and include, but are not limited to, the following:

•

any statements regarding the execution, timing and expenses associated with the complete plan of liquidation and dissolution of Turnstone Systems, Inc.;

•

any statements regarding the disposition of our existing assets;

•

any statements regarding the resolution of outstanding creditor claims and the ongoing litigation against us; and

•

any statements regarding liquidating distributions, if any, to our stockholders.

Readers are urged to carefully review and consider the various disclosures we make which attempt to advise them of the factors which affect our business, including, without limitation, the disclosures made under the caption “Management’s Discussion and Analysis or Plan of Operation” and under the caption “Item 1A—Risk Factors” included herein. These important factors, which could cause actual results to differ materially from the forward-looking statements contained herein, include, without limitation:

•

our ability to accurately estimate the expenses associated with executing our plan of complete liquidation and dissolution;

•

successful resolution of our outstanding creditor claims and ongoing litigation; and

•

our ability to obtain relief from public company reporting from the Securities and Exchange Commission.

We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations.

ITEM 1.

BUSINESS

LIQUIDATION, WINDING UP AND DISSOLUTION

On August 6, 2003, our board of directors approved, subject to stockholders ratification at our 2003 Annual Meeting of Stockholders, a special cash distribution to stockholders of $2.77 per common share or such lesser amount as the board of directors might later determine to be appropriate. The board of directors also approved, subject to stockholders approval at our 2003 Annual Meeting of Stockholders, the liquidation and dissolution of Turnstone Systems, Inc. pursuant to a plan of complete liquidation and dissolution.

The special cash distribution was ratified by a majority of the shares present at the Annual Meeting on November 11, 2003. Following the Annual Meeting, our board of directors approved a special distribution of $2.77 per common share payable on November 28, 2003 to our stockholders of record as of November 21, 2003. The special cash distribution to stockholders, totaling $175.7 million, was paid on November 28, 2003.

On November 11, 2003, the holders of a majority of our outstanding shares approved the plan of dissolution. The key features of the plan are (1) file a certificate of dissolution with the Secretary of State of the State of Delaware; (2) cease conducting normal business operations, except as may be required to wind up our business affairs; (3) attempt to convert all of our remaining assets into cash or cash equivalents in an orderly fashion; (4) pay or attempt to adequately provide for the payment of all of our known obligations and liabilities; and (5) distribute pro rata in one or more liquidating distributions all of our remaining assets to our stockholders as of the applicable record date.

We filed our certificate of dissolution with the Secretary of State of the State of Delaware effective December 4, 2003. During the liquidation period, we converted our estimated net assets to cash for future distribution to our stockholders. We are not permitted to continue our business as a going concern.

At the close of business on December 4, 2003, we closed our stock transfer books, discontinued recording transfers of our common stock, and our common stock was de-listed from the Nasdaq National Market. Any future distributions we make will be made solely to our stockholders of record as of the close of business on December 4, 2003.

In June 2004, our board of directors approved a liquidating cash distribution of approximately $10.8 million, or $0.17 per common share, to our stockholders of record as of December 4, 2003. The distribution was completed on July 8, 2004. At the end of June 2004, we also terminated the employment of Albert Y. Liu, General Counsel & Director of Human Resources, and Eric S. Yeaman, Chief Executive Officer and Chief Financial Officer, our two remaining employees, and concurrently entered into consulting agreements with each of them to continue ongoing management of our liquidation. Compensation under these consulting agreements is based on actual hours of service at a fixed hourly rate of $125. The agreements do not provide for minimum retainer payments or termination fees.

As of December 31, 2008, we had one outstanding litigation matter remaining related to our initial public offering of common stock in 2000. In 2005, the district court had approved a preliminary settlement of the matter that we believe would not have required any cash contribution from us, and therefore would have allowed us to make a final liquidating distribution at the end of 2006. However, in December 2006 and prior to the proposed settlement being finalized, a federal appeals court decertified the IPO class action at the request of the defendant underwriters, which resulted in the proposed settlement being stayed until the plaintiff’s appeal of such decision is completed. In July 2007, the settlement approval process was officially terminated by the district court. In February 2009, the parties recently reached a proposed global settlement of the litigation and have so advised the district court. Under the settlement, which remains subject to court approval, the insurers would pay the full amount of settlement share allocated to us, and we would bear no financial liability. We, as well as our officer and director defendants who were previously dismissed from the action pursuant to tolling agreements, would receive complete dismissals from the case. It is uncertain whether the settlement will receive final court approval. If no settlement is reached, the plaintiffs may litigate against each of the defendant issuers, including us, one by one, beginning with the six focus cases selected by the district court, which does not include the case against us. We have determined that it is in the best interest of stockholders for us to make a final distribution after the final resolution of the initial public offering (“IPO”) litigation matter.

Based on our projections of operating expenses and liquidation costs as of December 31, 2008, we estimate that the amount of future liquidating distributions will be approximately $0.014 per common share. The actual amount available for distribution, if any, could be substantially less if we incur unexpected or greater than expected expenses related to the litigation matters or if we discover additional liabilities or claims or incur unexpected or greater than expected expenses.

We may at some point determine that the continued liquidation of Turnstone may be more efficiently handled by retaining a third party liquidator to manage the liquidation process.

COMPANY INFORMATION

We were formerly a provider of hardware and software products that enabled local exchange carriers to deploy and maintain copper local loop services. Our products included copper loop management and testing systems, signal splitters and remote line switching and service verification platforms.

We were incorporated in Delaware in January 1998. Our principal executive offices are located at 548 Market Street, #26575, California 94104, and our telephone number is (408) 907-1400.

EMPLOYEES

As of December 31, 2008, we had no full-time employees.

ITEM 1A.

RISK FACTORS

In addition to other information in this Form 10-K, the following risk factors should be carefully considered in evaluating us and our liquidation and dissolution because such factors may have a significant impact on the execution of our plan of dissolution and the timing and amount of liquidating distributions, if any, to our stockholders. As a result of the risk factors set forth below and elsewhere in this Form 10-K, and the risks discussed in our other Securities and Exchange Commission filings, actual results could differ materially from those projected in any forward-looking statements.

We cannot assure you of the exact amount or timing of any future distribution to our stockholders under the plan of dissolution.

The liquidation and dissolution process is subject to numerous uncertainties and may not result in any remaining capital for future distribution to our stockholders. The precise nature, amount and timing of any future distribution to our stockholders will primarily depend on and could be delayed by the resolution of the outstanding IPO litigation matter. Other secondary matters that could affect any future distributions include, among other things, sales of our non-cash assets, claim settlements with creditors, resolution of outstanding litigation matters and unexpected or greater than expected expenses. Furthermore, we cannot provide any assurance that we will actually make additional distributions. The estimates we have provided are based on currently available information, and actual payments, if any, could be substantially less than the amount we have estimated. Any amounts to be distributed to our stockholders may be less than the price or prices at which our common stock has recently traded or may trade in the future.

Our common stock is continuing to trade even though we are in the process of liquidation and liquidating distributions, if any, may be below any trading price.

Until December 4, 2003, when our certificate of dissolution became effective and we voluntarily de-listed our common stock and closed our transfer books, our common stock was traded on the Nasdaq National Market under the symbol “TSTN.” Since the de-listing, our common stock has been trading in the Over the Counter Market’s “pink sheets” under the symbol “TSTN.PK.” It has been trading under “due-bill” contractual obligations between the seller and purchaser of the stock, who negotiate and rely on themselves with respect to the allocation of stockholder proceeds arising from ownership of the shares. No assignments or transfers of our common stock were recorded or will be recorded after December 4, 2003. Trading in our stock is highly speculative and the market for our stock is highly illiquid. The only value associated with our shares is the right to receive further distributions as part of the liquidation process. Because of the difficulty in estimating the amount and timing of the liquidating distributions, and due to the other risk factors discussed herein, our common stock may be subject to significant volatility and may trade above the amount of any liquidating distribution that is made.

We may not be able to settle all of our obligations to creditors and resolve all of our outstanding litigation.

If we do not settle all of our obligations to creditors and resolve all of our outstanding litigation, we may be prevented from completing our plan of dissolution. Our obligations to creditors may include, among other things, contractual obligations to certain of our vendors. Our outstanding litigation consists of the IPO federal securities class action litigation. As part of the wind down process, we will attempt to settle our obligations with our creditors and resolve all of the outstanding litigation. However, with respect to the IPO federal securities class action litigation, we are uncertain whether a class settlement will be available in the future and/or whether plaintiffs will litigate against each of the defendant issuers, including us, one by one if a class action cannot be certified. Plaintiffs in the class action lawsuit have claimed damages in the hundreds of millions of dollars. Our inability to reach settlement with our creditors and resolve outstanding litigation could delay or even prevent us from completing the plan of dissolution. Moreover, amounts required to settle our obligations to creditors and resolve any outstanding litigation will reduce the amount of remaining capital available for future distribution to stockholders.

We will continue to incur claims, liabilities and expenses that will reduce the amount available for distribution out of the liquidation to stockholders.

Claims, liabilities and expenses incurred during the wind down process, such as legal, accounting and consulting fees and miscellaneous office expenses, will reduce the amount of assets available for future distribution out of the liquidation to stockholders. If available cash and amounts received on the sale of non-cash assets are not adequate to provide for our obligations, liabilities, expenses and claims, we may not be able to distribute out of the liquidation meaningful cash, or any cash at all, to our stockholders.

Distribution of assets out of the liquidation, if any, to our stockholders could be delayed.

We are currently unable to predict the precise timing of any liquidating distributions. The timing of such distributions will depend on and could be delayed by, among other things, the resolution of the outstanding IPO litigation matter, the timing of sales of our non-cash assets, claim settlements with creditors and the settlement of any other outstanding litigation matters. Additionally, a creditor could seek an injunction against the making of such distributions to our stockholders on the ground that the amounts to be distributed were needed to provide for the payment of our liabilities and expenses. Any action of this type could delay or substantially diminish the amount available for such distribution to our stockholders.

If we fail to create an adequate contingency reserve for payment of our expenses and liabilities, each stockholder could be held liable for payment to our creditors of his or her pro rata share of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder.

We filed our certificate of dissolution with the Secretary of State of the State of Delaware effective December 4, 2003. Pursuant to the Delaware General Corporation Law, we will continue to exist for three years after the certificate of dissolution is filed or for such longer period as the Delaware Court of Chancery shall direct, for the purpose of prosecuting and defending suits against us and enabling us gradually to close our business, to dispose of our property, to discharge our liabilities and to distribute to our stockholders any remaining assets. Under the Delaware General Corporation Law, in the event we fail to create during this three-year period an adequate contingency reserve for payment of our expenses and liabilities, each stockholder could be held liable for payment to our creditors of such stockholder’s pro rata share of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder.

Although the liability of any stockholder is limited to the amounts previously received by such stockholder from us (and from any liquidating trust or trusts) in the dissolution, this means that a stockholder could be required to return all distributions previously made to such stockholder and receive nothing from us under the plan of dissolution. Moreover, in the event a stockholder has paid taxes on amounts previously received, a repayment of all or a portion of such amount could result in a stockholder incurring a net tax cost if the stockholder’s repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable. While we will endeavor to make adequate reserves for all known, contingent, and unknown liabilities, there is no guarantee that the reserves established by us will be adequate to cover all such expenses and liabilities.

We will continue to incur the expenses of complying with public company reporting requirements.

We have an obligation to continue to comply with the applicable reporting requirements of the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act,” even though compliance with such reporting requirements is economically burdensome. We have sought and will continue to attempt to seek relief from the Securities and Exchange Commission from the reporting requirements under the Exchange Act, but to date we have not been successful in obtaining relief. We anticipate that, if such relief were granted, we would continue to file current reports on Form 8-K to disclose material events relating to our liquidation and dissolution along with any other reports that the Securities and Exchange Commission might require. However, the Securities and Exchange Commission may not grant any such relief, and we do not anticipate we will be successful in obtaining relief while active trading of our shares is continuing.

Our board of directors may at any time turn management of the liquidation of Turnstone Systems over to a third party, and some or all of our directors may resign from our board at that time.

Our board of directors may at any time turn our management over to a third party to complete the liquidation of our remaining assets and distribute the available proceeds to our stockholders, and some or all of our directors may resign from our board at that time. Our board of directors currently consists of Eric S. Yeaman, our Chief Executive Officer and Chief Financial Officer, and Albert Y. Liu, our General Counsel and Director of Human Resources, who are overseeing our liquidation on a consulting basis. If management is turned over to a third party and all of our directors resign from our board, the third party would have sole control over the liquidation process, including the sale or distribution of any remaining assets.

If we are deemed to be an investment company, we may be subject to substantial regulation that would cause us to incur additional expenses and reduce the amount of assets available for distribution.

If we invest our cash and/or cash equivalents in investment securities, we may be subject to regulation under the Investment Company Act of 1940. If we are deemed to be an investment company under the Investment Company Act because of our investment securities holdings, we must register as an investment company under the Investment Company Act. As a registered investment company, we would be subject to the further regulatory oversight of the Division of Investment Management of the Securities and Exchange Commission, and our activities would be subject to substantial regulation under the Investment Company Act. Compliance with these regulations would cause us to incur additional expenses, which would reduce the amount of assets available for distribution to our stockholders. To avoid these compliance costs, we intend to invest our cash proceeds in money market funds and government securities, which are exempt from the Investment Company Act but which currently provide a very modest return.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

We are headquartered at a third-party facility in San Francisco, California. As we currently have no full-time employees, we believe we have adequate facilities to meet our needs.

ITEM 3.

LEGAL PROCEEDINGS

We dispute, but cannot assure you that we will be successful in our defense of, the outstanding lawsuit against us described below. If we are unsuccessful, the lawsuit could have a material adverse effect on our financial condition and on the amount of assets available for distribution to stockholders. Even if we are successful in defending against these claims, the litigation could result in substantial costs.

IPO Litigation

On November 9, 2001, Arthur Mendoza filed a securities class action lawsuit in the United States District Court for the Southern District of New York alleging claims against us, certain of our current and former officers and directors, and the underwriters of our initial public offering of stock as well as our secondary offering of stock. The complaint is purportedly brought on behalf of a class of individuals who purchased common

stock in our initial public offering and our secondary stock offering between January 31 and December 6, 2000. The complaint alleges generally that the prospectuses under which such securities were sold contained false and misleading statements with respect to discounts and commissions received by the underwriters. The case has been coordinated for pre-trial purposes with over 300 cases raising the same or similar issues and also currently pending in the Southern District of New York. On April 18, 2002, Michael Szymanowski was appointed lead plaintiff in the action. On April 22, 2002, an amended complaint was filed. On July 1, 2002, the underwriter defendants filed an omnibus motion to dismiss. On July 15, 2002, we, collectively with the other issuer defendants, also filed an omnibus motion to dismiss. The lead plaintiff filed an opposition to the underwriters’ motion to dismiss on August 15, 2002 and to the issuers’ motion to dismiss on August 27, 2002. The underwriters’ reply to the opposition was filed on September 13, 2002, and our reply to the opposition was filed on September 27, 2002. On February 19, 2003, the district court issued an order denying the motions to dismiss with respect to substantially all of the plaintiffs’ claims, including those against us. In February 2005, the district court granted preliminary approval for a proposed settlement and release of claims against the issuer defendants, including Turnstone. In April, June and October 2006, the district court judge met with the issuer defendants and their insurance companies to review the fairness of the proposed settlement. In December 2006, as a result of an appeal by the underwriter defendants, the second circuit court of appeals issued a decision to decertify the class action. In July 2007, the settlement approval process was officially terminated by the district court. In February 2009, the parties recently reached a proposed global settlement of the litigation and have so advised the district court. Under the settlement, which remains subject to court approval, the insurers would pay the full amount of settlement share allocated to us, and we would bear no financial liability. We, as well as our officer and director defendants who were previously dismissed from the action pursuant to tolling agreements, would receive complete dismissals from the case. It is uncertain whether the settlement will receive final court approval. If no settlement is reached, the plaintiffs may litigate against each of the defendant issuers, including us, one by one, beginning with the six focus cases selected by the district court, which does not include the case against us. We have determined that it is in the best interest of stockholders for us to make a final distribution after the final resolution of the IPO litigation matter. Plaintiffs in this class action lawsuit have claimed damages in the hundreds of millions of dollars. If the settlement does not occur, and litigation against us continues, we believe we have meritorious defenses and intend to defend the case vigorously.

In addition, on October 3, 2007, Vanessa Simmonds filed a complaint for recovery of short-swing profits under Section 16(b) of the Securities Exchange Act of 1934 against The Goldman Sachs Group, Inc. and Bank of America Corporation related to our initial public offering of stock, in the United States District Court, Western District of Washington. We are named as a nominal defendant in the action. The complaint alleges that Goldman Sachs and Bank of America illegally profited from transactions related to the allocation and sale of shares offered in our initial public offering and seeks disgorgement of such profits from them.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the security holders during the quarter ended December 31, 2008.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades in the Over the Counter Market’s “pink sheets” under the symbol “TSTN.PK.” The following table sets forth the high and low sale prices per share of our common stock for the fiscal periods listed below as reported on the pink sheets. Such information reflects interdealer prices, without retail markup, markdown, or commission, and may not represent actual transactions.


	THREE MONTHS ENDED
	March 31, 2008		June 30, 2008		Sept. 30, 2008		Dec. 31, 2008
Price range per share:
High	$	0.01	$	0.01	$	0.01	$	0.04
Low	$	0.01	$	0.01	$	0.01	$	0.01


	THREE MONTHS ENDED
	March 31, 2007		June 30, 2007		Sept. 30, 2007		Dec. 31, 2007
Price range per share:
High	$	0.02	$	0.01	$	0.01	$	0.01
Low	$	0.01	$	0.01	$	0.01	$	0.01

In June 2004, our board of directors approved a liquidating cash distribution of approximately $10.8 million, or $0.17 per common share, to our stockholders of record as of December 4, 2003. The distribution was completed on July 8, 2004. All future distributions will be liquidating distributions. The actual amount and timing of future liquidating distributions, if any, cannot be predicted at this time. At present, we estimate that total future liquidating distributions will be approximately $0.014 per share.

EQUITY COMPENSATION PLANS

The information required by this Item regarding securities reserved for issuance under equity compensation plans is incorporated by reference to the information set forth in Item 12 of this Annual Report on Form 10-K.

RECENT SALES OF UNREGISTERED SECURITIES

Since the filing of our certificate of dissolution with the Secretary of State of the State of Delaware effective December 4, 2003, we have not issued any securities that have not been registered under the Securities Act of 1933, as amended.

PURCHASES OF EQUITY SECURITIES

We did not repurchase any shares of our equity securities during the year ended December 31, 2008.

ITEM 6.

SELECTED FINANCIAL DATA

Not applicable

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

On August 6, 2003, our board of directors approved, subject to stockholder ratification at our 2003 Annual Meeting of Stockholders, a special cash distribution to stockholders of $2.77 per common share or such lesser amount as the board of directors might later determine to be appropriate. The board of directors also approved, subject to stockholder approval at our 2003 Annual Meeting of Stockholders, the liquidation and dissolution of Turnstone Systems, Inc. pursuant to a plan of complete liquidation and dissolution.

We filed our certificate of dissolution with the Secretary of State of the State of Delaware effective December 4, 2003. Pursuant to Delaware law, Turnstone Systems, Inc. was required to continue in existence until at least December 4, 2006. During this period, we continued to convert our estimated net assets to cash for future distribution to our stockholders. We were not permitted to continue our business as a going concern.

As of December 31, 2008, we had one outstanding litigation matter remaining related to our initial public offering of common stock in 2000. In 2005, the district court had approved a preliminary settlement of the matter that we believe would not have required any cash contribution from us, and therefore would have allowed us to make a final liquidating distribution at the end of 2006. However, in December 2006 and prior to the proposed settlement being finalized, a federal appeals court decertified the IPO class action at the request of the defendant underwriters, which resulted in the proposed settlement being stayed until the plaintiff’s appeal of such decision is completed. In July 2007, the settlement approval process was officially terminated by the district court. In February 2009, the parties recently reached a proposed global settlement of the litigation and have so advised the district court. Under the settlement, which remains subject to court approval, the insurers would pay the full amount of settlement share allocated to us, and we would bear no financial liability. We, as well as our officer and director defendants who were previously dismissed from the action pursuant to tolling agreements, would receive complete dismissals from the case. It is uncertain whether the settlement will receive final court approval. If no settlement is reached, the plaintiffs may litigate against each of the defendant issuers, including us, one by one, beginning with the six focus cases selected by the district court, which does not include the case against us. We have determined that it is in the best interest of stockholders for us to make a final distribution after the final resolution of the IPO litigation matter. For a more detailed discussion of this litigation matter, please see the section entitled “IPO Litigation” under “Item 3 – Legal Proceedings.”

Based on our projections of operating expenses and liquidation costs as of December 31, 2008, we estimate that the amount of future liquidating distributions will be approximately $0.014 per common share. The actual amount available for distribution, if any, could be substantially less if we incur unexpected or greater than expected expenses related to the IPO litigation matter or if we discover additional liabilities or claims or incur unexpected or greater than expected expenses.

Prior to the decision to dissolve Turnstone Systems, Inc., we were a provider of hardware and software products that enabled local exchange carriers to deploy and maintain copper local loop services. Our products included copper loop management and testing systems, signal splitters and remote line switching and service verification platforms.

CRITICAL ACCOUNTING ESTIMATES

In connection with the adoption of the plan of dissolution and the anticipated liquidation, we adopted the liquidation basis of accounting effective November 11, 2003, whereby assets are valued at their estimated net realizable cash values and liabilities are stated at their estimated settlement amounts. The preparation of financial statements using the liquidation basis of accounting requires us to make assumptions, judgments and estimates that can have a significant impact on our reported net assets in liquidation. We base our assumptions, judgments and estimates on the most recent information available and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis we evaluate our assumptions, judgments and estimates and make changes accordingly. We believe that the assumptions, judgments and estimates involved in accounting for estimated costs to be incurred during liquidation have the greatest potential impact on our financial statements.

Estimated Costs to be Incurred During Liquidation

Under the liquidation basis of accounting, we accrue for the remaining costs to be incurred during liquidation, including consulting fees, fees of professional service providers and miscellaneous other costs, partially offset by estimated future interest earnings. Such costs were estimated at $106,000 at December 31, 2008. Our estimates are based on assumptions regarding our ability to settle outstanding obligations to creditors, resolve outstanding litigation, and the timing of distributions to stockholders. At December 31, 2008, estimated costs to be incurred during liquidation are based on estimated costs for a period of twelve to eighteen months. If there are delays, or we are not successful, in achieving these objectives, actual costs incurred during liquidation may increase, reducing net assets available in liquidation. During the year ended December 31, 2008, the company increased the fair value of estimated costs to be incurred in liquidation by $72,000. This increase is primarily attributable to an increase in estimated professional service provider fees and consulting fees due to delays in resolving outstanding litigation. During the year ended December 31, 2007, the company increased the fair value of estimated costs to be incurred in liquidation by $68,000. This increase is primarily attributable to an increase in estimated professional service provider fees, legal fees and consulting fees, partially offset by an increase estimated future interest earnings, due to delays in resolving outstanding litigation.

ACTIVITIES IN LIQUIDATION

The following table presents financial data under the liquidation basis of accounting (in thousands):


	Year ended December 31,
	2008			2007
Net assets in liquidation at beginning of year	$	985		$	1,053
Adjust assets and liabilities to fair value		(72	)		(68	)

Net assets in liquidation at end of year	$	913		$	985

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2008, net assets in liquidation approximated $913,000, consisting of $1,019,000 in cash and cash equivalents, partially offset by $106,000 of estimated costs to be incurred during liquidation. We expect to use our capital resources to execute our complete plan of liquidation and dissolution, settle existing claims against the company, including existing litigation and other current liabilities and accrued expenses, and to make liquidating distributions to stockholders. Capital resources available for liquidating distributions to stockholders may vary if we incur greater than estimated operating expenses associated with executing the plan of complete liquidation and dissolution, actual settlement costs for existing claims against the company vary from estimates, or if there are existing, but unknown claims made against us in the future. At December 31, 2008, our cash and cash equivalents were held primarily in money market funds. We expect to continue to hold our cash and cash equivalents primarily in money market funds while we execute the plan of dissolution.

We do not have any long-term debt, lease or purchase obligations as of December 31, 2008.

OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2008, we did not have any other relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Turnstone Systems, Inc.

We have audited the accompanying statements of net assets in liquidation of Turnstone Systems, Inc. (the “Company”) as of December 31, 2008 and 2007, and the related statements of changes in net assets in liquidation for each of the two years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that were appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of Turnstone Systems, Inc. as of December 31, 2008 and 2007 and the changes in its net assets in liquidation for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Squar, Milner, Peterson, Miranda & Williamson, LLP

Newport Beach, California

March 17, 2009

TURNSTONE SYSTEMS, INC.

STATEMENTS OF NET ASSETS IN LIQUIDATION

(IN THOUSANDS)


	As of December 31,
	2008		2007
Assets
Cash and cash equivalents	$	1,019	$	1,091

Total assets		1,019		1,091
Liabilities
Estimated costs to be incurred during liquidation		106		106

Total liabilities		106		106

Net assets in liquidation	$	913	$	985

See accompanying notes to financial statements.

TURNSTONE SYSTEMS, INC.

STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

(IN THOUSANDS)


	For the Years Ended December 31,
	2008			2007
Net assets in liquidation at beginning of year	$	985		$	1,053
Adjust assets and liabilities to fair value		(72	)		(68	)

Net assets in liquidation at end of year	$	913		$	985

See accompanying notes to financial statements.

TURNSTONE SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

1.	Description of Business

On August 6, 2003, the Board of Directors of Turnstone Systems, Inc. (the “Company”) approved, subject to the approval by stockholders, a plan to liquidate and dissolve the Company (the “Plan”). The Plan was approved by a majority of the Company’s stockholders on November 11, 2003. The key features of the Plan are (1) file a Certificate of Dissolution with the Secretary of State of the State of Delaware; (2) cease conducting normal business operations, except as may be required to wind up the Company’s business affairs; (3) attempt to convert all of the Company’s remaining assets into cash or cash equivalents in an orderly fashion; (4) pay or attempt to adequately provide for the payment of all of the Company’s known obligations and liabilities; and (5) distribute pro rata in one or more liquidating distributions all of the Company’s remaining assets to its stockholders as of the applicable record date.

The Company formerly developed and marketed products that enable local exchange carriers to rapidly deploy and efficiently maintain copper local loop services. The Company commenced the commercial sale of its products in the first quarter of 1999.

2.	Summary of Significant Accounting Policies

Basis of Presentation

As a result of the stockholders’ approval of the Plan and the imminent nature of the liquidation, the Company adopted the liquidation basis of accounting effective November 11, 2003. This basis of accounting is considered appropriate when, among other things, liquidation of a company is probable and the net realizable value of assets are reasonably determinable. Under this basis of accounting, assets are valued at their estimated net realizable values and liabilities are stated at their estimated settlement amounts.

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 reported results of operations during the reporting periods. The liquidation basis of accounting requires us to make assumptions, judgments and estimates that can have a significant impact on our reported net assets in liquidation. We base our assumptions, judgments and estimates on the most recent information available and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis we evaluate our assumptions, judgments and estimates and make changes accordingly. We believe that the assumptions, judgments and estimates involved in the accounting for the Estimated Costs to be Incurred During Liquidation have the greatest potential impact on our financial statements, so we consider estimates associated with these obligations to be critical to our financial statements.

Concentrations of Credit Risk

The financial instrument that potentially exposes the Company to a concentration of credit risk principally consists of cash. At December 31, 2008, cash equivalents consisted primarily of money market funds which invest exclusively in short-term United States Government obligations, including securities issued or guaranteed by the United States Government, its agencies, authorities, instrumentalities or sponsored entities, and United States Treasury securities and related repurchase agreements. Money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of less than three months at the date of purchase to be cash equivalents. Cash equivalents at December 31, 2008 and 2007 consisted primarily of money market funds.

Estimated Costs To Be Incurred During Liquidation

Under the liquidation basis of accounting, the Company accrues for the remaining costs to be incurred during liquidation, including consulting fees, fees of professional service providers, estimates to resolve outstanding litigation and miscellaneous other costs, partially offset by estimated future interest earnings. At December 31, 2008 and 2007, estimated costs to be incurred during liquidation are based on estimated costs for a period of twelve to eighteen months.

The actual amount available for the final distribution, if any, could be substantially less if the Company discovers additional liabilities or claims or incurs unexpected or greater than expected expenses. The timing of any final distribution will depend primarily on if and when the Company can successfully resolve the outstanding federal securities class action lawsuit related to its initial public offering.

3.	Commitments and Contingencies

IPO Litigation

On November 9, 2001, Arthur Mendoza filed a securities class action lawsuit in the United States District Court for the Southern District of New York alleging claims against the Company, certain of its current and former officers and directors, and the underwriters of the Company’s initial public offering of stock as well as the Company’s secondary offering of stock. The complaint is purportedly brought on behalf of a class of individuals who purchased common stock in the Company’s initial public offering and secondary stock offering between January 31 and December 6, 2000. The complaint alleges generally that the prospectuses under which such securities were sold contained false and misleading statements with respect to discounts and commissions received by the underwriters. The case has been coordinated for pre-trial purposes with over 300 cases raising the same or similar issues and also currently pending in the Southern District of New York. On April 18, 2002, Michael Szymanowski was appointed lead plaintiff in the action. On April 22, 2002, an amended complaint was filed. On July 1, 2002, the underwriter defendants filed an omnibus motion to dismiss. On July 15, 2002, the Company, collectively with the other issuer defendants, also filed an omnibus motion to dismiss. The lead plaintiff filed an opposition to the underwriters’ motion to dismiss on August 15, 2002 and to the issuers’ motion to dismiss on August 27, 2002. The underwriters’ reply to the opposition was filed on September 13, 2002, and the Company’s reply to the opposition was filed on September 27, 2002. On February 19, 2003, the district court issued an order denying the motions to dismiss with respect to substantially all of the plaintiffs’ claims, including those against us. In February 2005, the district court granted preliminary approval for a proposed settlement and release of claims against the issuer defendants, including Turnstone. In April, June and October 2006, the district court judge met with the issuer defendants and their insurance companies to review the fairness of the proposed settlement. In December 2006, as a result of an appeal by the underwriter defendants, the second circuit court of appeals issued a decision to decertify the class action. In July 2007, the settlement approval process was officially terminated by the district court. The plaintiffs may seek certification of narrower classes. In February 2009, the parties recently reached a proposed global settlement of the litigation and have so advised the district court. Under the settlement, which remains subject to court approval, the insurers would pay the full amount of settlement share allocated to the Company, and the Company would bear no financial liability. The Company, as well as the officer and director defendants who were previously dismissed from the action pursuant to tolling agreements, would receive complete dismissals from the case. It is uncertain whether the settlement will receive final court approval. If no settlement is reached, the plaintiffs may litigate against each of the defendant issuers, including the Company, one by one, beginning with the six focus cases selected by the district court, which does not include the case against the Company. The Company has determined that it is in the best interest of stockholders for the Company to make a final distribution after the final resolution of the IPO litigation matter. Plaintiffs in this class action lawsuit have claimed damages in the hundreds of millions of dollars. If the settlement does not occur, and litigation against the Company continues, the Company believes it has meritorious defenses and intends to defend the case vigorously. The Company does not estimate that there will be future costs associated with this case and has not included costs associated with this case in estimated litigation settlement costs at December 31, 2008.

In addition, on October 3, 2007, Vanessa Simmonds filed a complaint for recovery of short-swing profits under Section 16(b) of the Securities Exchange Act of 1934 against The Goldman Sachs Group, Inc. and Bank of America Corporation related to the Company’s initial public offering of stock, in the United States District Court, Western District of Washington. The Company is named as a nominal defendant in the action. The complaint alleges that Goldman Sachs and Bank of America illegally profited from transactions related to the allocation and sale of shares offered in the Company’s initial public offering and seeks disgorgement of such profits from them. The Company does not estimate that there will be future costs associated with this case and has not included costs associated with this case in estimated litigation settlement costs at December 31, 2008.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T).

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2008, our disclosure controls and procedures were effective.

Management’s Annual Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

•

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

•

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, management believes that as of December 31, 2008, our internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the SEC to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and directors and their ages, as of December 31, 2008, are as follows:


NAME	AGE	POSITION(S)
Albert Y. Liu	36	General Counsel, Director of Human Resources and Director
Eric S. Yeaman	38	Chief Executive Officer, Chief Financial Officer and Director

ALBERT Y. LIU has been a director of Turnstone Systems since December 2003. Mr. Liu has served in a consulting capacity overseeing the dissolution and liquidation of Turnstone Systems since June 2004. Mr. Liu joined Turnstone Systems in May 2000 and has served as General Counsel since that time. He has also served as Director of Human Resources since September 2001. From October 1997 to May 2000, Mr. Liu practiced corporate and securities law at Sullivan & Cromwell, a leading U.S. law firm. Mr. Liu holds a J.D. from The University of California, Hastings College of the Law, and an A.B. in Political Science and a B.S. in Computer Science from Stanford University.

ERIC S. YEAMAN has been a director of Turnstone Systems since December 2003. Mr. Yeaman has served in a consulting capacity overseeing the dissolution and liquidation of Turnstone Systems since June 2004. Mr. Yeaman joined Turnstone Systems in January 2000 and has served as the Chief Executive Officer since September 2003 and the Chief Financial Officer since November 2001. From January 2000 to November 2001, he served as Controller. From December 1997 to January 2000, Mr. Yeaman served as Controller of Atmosphere Networks, Inc., an optical networking equipment manufacturer. Mr. Yeaman holds a B.S. in Business Administration from California Polytechnic State University, San Luis Obispo.

Our directors are not considered independent directors since they serve as our executive officers on a consulting basis to oversee our dissolution. There are no family relationships between any of our directors or executive officers.

BOARD OF DIRECTORS

Prior to our 2003 Annual Meeting, our certificate of incorporation divided our board of directors into three classes. Each class consisted of one-third of the total number of directors. All directors in a given class served contemporaneous three-year terms. At our 2003 Annual Meeting, our stockholders approved the amendment of our certificate of incorporation to eliminate the classification of our board of directors.

During the period from January 1, 2003 to December 2, 2003, our board of directors consisted of six members. On December 2, 2003, all of the then existing directors except for Mr. John K. Peters resigned from the board and Messrs. Liu and Yeaman, our executive officers, were appointed to the board of directors. In June 2004, Mr. Peters resigned from the board. Directors are elected for a one-year term so that the term of all directors expires each year. A director serves for the designated term and until his or her respective successor is elected or appointed, or until the director’s death, resignation or removal. Stockholders are not entitled to cumulative voting in the election of directors.

BOARD COMMITTEES AND MEETINGS

During fiscal 2008, our board of directors did not hold any meetings.

We established an audit committee in October 1999. The audit committee reviews our internal accounting procedures and consults with and reviews the services provided by our independent accountants. There is no specified term for committee members. During fiscal 2004, Mr. Peters served as the sole member of our audit committee until his resignation in June 2004. Since then, our board of directors has acted as the audit committee. Our board of directors has determined that Mr. Yeaman is an audit committee financial expert. Mr. Yeaman is not an “independent” director, as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities and Exchange Act. The audit committee did not meet in fiscal 2008.

LEGAL PROCEEDINGS

Certain of our current and former directors and officers have been named as co-defendants in legal proceedings against us. See “Certain Relationships and Related Transactions” below for information regarding these specific legal proceedings and our indemnity obligations.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our officers and directors and persons who own more than 10% of a registered class of our equity securities file reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the Securities and Exchange Commission. These officers, directors, and 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the copies of forms we have received, or written representations from certain reporting persons, we believe that all of our executive officers and directors have complied with all applicable filing requirements for the fiscal year ended December 31, 2008.

CODE OF ETHICS

We have adopted a financial code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and all of our employees. You may request a free copy of our financial code of ethics, which is one of several policies within our code of business conduct, by sending your request together with a self-addressed, postage-paid, envelope to Turnstone Systems, Inc., 548 Market Street, #26575, San Francisco, CA 94104.

ITEM 11.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows, for the last two fiscal years, compensation earned for services rendered to Turnstone Systems in all capacities by our Chief Executive Officer, and our other executive officer.


	Annual Compensation
Name and Principal Positions	Year	Salary	Bonus	All Other Compensation
Albert Y. Liu	2008			8,975(3)
General Counsel and Director of Human Resources (1)	2007			10,563(3)
Eric S. Yeaman	2008			9,281(3)
Chief Executive Officer and Chief Financial Officer (2)	2007		—	8,000(3)

(1)	Mr. Liu’s full-time employment with Turnstone Systems was terminated in June 2004. Since that time, Mr. Liu has served as a consultant overseeing the dissolution and liquidation of Turnstone Systems.

(2)	Mr. Yeaman’s employment with Turnstone Systems was terminated in June 2004. Since that time, Mr. Yeaman has served as a consultant overseeing the dissolution and liquidation of Turnstone Systems.

(3)	Consists of payment for the officer’s consulting services in fiscal 2007 and 2008.

OPTION GRANTS IN LAST FISCAL YEAR

We did not grant any stock options to our executives and employees during the fiscal year ended December 31, 2008. All of our option plans were terminated on December 4, 2003, when our certificate of dissolution became effective with the office of the Secretary of State of the State of Delaware. Therefore, there are no options outstanding or exercisable as of December 31, 2008.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

As all of our options plans were terminated on December 4, 2003, there were no option exercises in fiscal 2008.

DIRECTOR COMPENSATION

In June 2004, we entered into consulting agreements with Albert Y. Liu and Eric S. Yeaman to continue ongoing management of our liquidation, including service as our board of directors. Compensation under these consulting agreements is based on actual hours of service at a fixed hourly rate of $125. The agreements do not provide for minimum retainer payments or termination fees.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information with respect to beneficial ownership of our common stock as of December 31, 2008, by: (i) each person who is known by us to own beneficially more than five percent of our common stock, (ii) each of our named executive officers, (iii) each of our directors, and (iv) all directors and named executive officers as a group. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable.

Beneficial ownership is determined based on the rules of the Securities and Exchange Commission. The column entitled “Number of Shares Beneficially Owned” excludes the number of shares of common stock subject to options held by that person that are currently exercisable or that will become exercisable within 60 days after the record date. The number of shares subject to options that each beneficial owner has the right to acquire within 60 days of the record date is listed separately under the column entitled “Number of Shares Underlying Options Beneficially Owned.” These shares are not deemed outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated in the footnotes, these stockholders have sole voting or investment power with respect to all shares, subject to applicable community property laws. The number and percentage of shares beneficially owned are based on 63,417,130 shares outstanding as of December 31, 2008.


Beneficial Owner	Number of Shares Beneficially Owned	Number of Shares Underlying Options Beneficially Owned	Approximate Percentage Owned
Benchmark Capital Partners(1) 2480 Sand Hill Road, Suite 200 Menlo Park, CA 94025	4,284,892	—	6.8	%
P. Kingston Duffie	5,582,260	—	8.8	%
Richard N. Tinsley	5,512,980	—	8.7	%
Albert Y. Liu	59,062	—	*
Eric S. Yeaman	78,662	—	*
All directors and named executive officers as a group (2 persons)	137,724	—	*	%

*	Less than 1%

(1)	Includes 3,576,706 shares held by Benchmark Capital Partners II, L.P., 423,482 shares held by Benchmark Founders’ Fund II, L.P., 224,616 shares held by Benchmark Founders’ Fund II-A, L.P. and 60,088 shares held by Benchmark Members’ Fund, L.P.

EQUITY COMPENSATION PLAN INFORMATION

In connection with the plan of liquidation and dissolution, we have terminated our stock option and employee stock purchase plans. There are currently no rights outstanding under any former equity compensation plan, and no shares are reserved for future issuance.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In addition to the indemnification provisions contained in our certificate of incorporation and bylaws, we have entered into separate indemnification agreements with each of our directors. These agreements require us, among other things, to indemnify such director against expenses (including attorneys’ fees), judgments, fines and settlements paid by such individual in connection with any action, suit or proceeding arising out of such individual’s status or service as our director or officer (other than such liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest) and to advance expenses incurred by such individual in connection with any proceeding against such individual with respect to which such individual may be entitled to indemnification by us. We have been named as defendants in a class action lawsuit generally referred to as “IPO Allocation” claims relating to our initial public offering in January 2000. Certain of our current and former officers and directors have been named as co-defendants in this class action lawsuit and we may be required to indemnify these persons in connection with the lawsuit.

During fiscal 2008, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or are to be a party, in which the amount involved in the transaction exceeds $120,000 and in which any director, executive officer or holder of more than 5% of our capital stock had or will have a direct or indirect material interest, other than compensation arrangements which are otherwise described under “Item 11. Executive Compensation.”

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees billed to us by Squar, Milner, Peterson, Miranda & Williamson, LLP. (“Squar Milner”) our current independent accountants, for professional services rendered for the fiscal years ended December 31, 2008 and December 31, 2007.


Fee Category	Fiscal 2008		Fiscal 2007
Audit Fees	$	36,720	$	28,500
Audit-Related Fees		—		—
Tax Fees		5,940		—
All Other Fees		—		—

Total Fees	$	42,660	$	28,500

The following table sets forth the aggregate fees billed to us by KPMG LLP, our prior independent accountants, for professional services rendered for the fiscal years ended December 31, 2008 and December 31, 2007.


Fee Category	Fiscal 2008		Fiscal 2007
Audit Fees	$	—	$	12,500
Audit-Related Fees		—		5,200
Tax Fees		—		—
All Other Fees		—		—

Total Fees	$	—	$	17,700

Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in our quarterly reports and services that are normally provided by KPMG LLP and Squar Milner in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation.

Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” In fiscal 2007, KPMG billed us for services related to assisting a change in auditor.

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. In fiscal 2008 and 2007, Squar Milner provided U.S. tax compliance and consultation services.

All Other Fees. KPMG LLP and Squar Milner did not bill us for any other fees.

The Audit Committee considered and determined that the provision of the services other than the services described under “Audit Fee” and “Audit-Related Fees” is compatible with maintaining the independence of the independent auditors.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

The Audit Committee’s policy is to pre-approve all audit and audit-related services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The independent auditors are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with such pre-approval. In fiscal years 2008 and 2007, all fees identified above under the captions “Audit Fees,” and “Tax Fees” that were billed by KPMG LLP and Squar Milner were approved by the Audit Committee in accordance with SEC requirements.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. FINANCIAL STATEMENTS

See Item 8 of this Form 10-K.

SCHEDULES

Not applicable

EXHIBITS

The exhibits listed on the accompanying index to exhibits immediately following the financial statement schedule are filed as part of, or incorporated by reference into, this Form 10-K.


EXHIBIT NO.		DESCRIPTION

3.1(1)		Amended and Restated Certificate of Incorporation of Turnstone Systems

3.2(2)		Amended and Restated Bylaws of Turnstone Systems

4.1(3)		Form of Common Stock certificate

10.1(3)		Form of Indemnification Agreement entered into by Turnstone Systems with each of its directors and executive officers

10.19(4)		Consulting Agreement, dated as of July 1, 2004, between Turnstone Systems, Inc. and Albert Y. Liu


10.20(5)		Consulting Agreement, dated as of July 1, 2004, between Turnstone Systems, Inc. and Eric S. Yeaman


21.1		Subsidiaries

31.1		Certification by the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002


31.2		Certification by the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002


32.1		Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)	Incorporated herein by reference to Exhibit 3.1 of our Annual Report on Form 10-K filed on March 10, 2004 with the Securities and Exchange Commission.

(2)	Incorporated herein by reference to Exhibit 3.2 of our Annual Report on Form 10-K filed on March 10, 2004 with the Securities and Exchange Commission.

(3)	Incorporated by reference herein to the Registration Statement on Form S-1 and all amendments thereto filed on November 22, 1999 with the Securities and Exchange Commission (No. 333-45130).

(4)	Incorporated herein by reference to Exhibit 10.19 of our Current Report on Form 8-K filed on June 28, 2004 with the Securities and Exchange Commission.

(5)	Incorporated herein by reference to Exhibit 10.20 of our Current Report on Form 8-K filed on June 28, 2004 with the Securities and Exchange Commission.

(b)	REPORTS ON FORM 8-K

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, who is duly authorized, in the City of Santa Clara, State of California on this 20th day of March, 2009.


TURNSTONE SYSTEMS, INC.

By:		/s/ Eric S. Yeaman
		Eric S. Yeaman
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive, Financial and Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric S. Yeaman his true and lawful attorney-in-fact, with the power of substitution for him in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with Exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:


Signature	Title	Date

/s/ Eric S. Yeaman Eric S. Yeaman	Chief Executive Officer, Chief Financial Officer and Director	March 20, 2009

/s/ Albert Y. Liu Albert Y. Liu	General Counsel, Director of Human Resources and Director	March 20, 2009
/s/ Albert Y. Liu Albert Y. Liu	General Counsel, Director of Human Resources and Director	March 20, 2009

INDEX TO EXHIBITS



EXHIBIT NO.		DESCRIPTION

3.1(1)		Amended and Restated Certificate of Incorporation of Turnstone Systems

3.2(2)		Amended and Restated Bylaws of Turnstone Systems

4.1(3)		Form of Common Stock certificate

10.1(3)		Form of Indemnification Agreement entered into by Turnstone Systems with each of its directors and executive officers

10.19(4)		Consulting Agreement, dated as of July 1, 2004, between Turnstone Systems, Inc. and Albert Y. Liu

10.20(5)		Consulting Agreement, dated as of July 1, 2004, between Turnstone Systems, Inc. and Eric S. Yeaman

21.1		Subsidiaries

31.1		Certification by the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2		Certification by the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1		Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)	Incorporated herein by reference to Exhibit 3.1 of our Annual Report on Form 10-K filed on March 10, 2004 with the Securities and Exchange Commission.

(2)	Incorporated herein by reference to Exhibit 3.2 of our Annual Report on Form 10-K filed on March 10, 2004 with the Securities and Exchange Commission.

(3)	Incorporated by reference herein to the Registration Statement on Form S-1 and all amendments thereto filed on November 22, 1999 with the Securities and Exchange Commission (No. 333-45130).

(4)	Incorporated herein by reference to Exhibit 10.19 of our Current Report on Form 8-K filed on June 28, 2004 with the Securities and Exchange Commission.

(5)	Incorporated herein by reference to Exhibit 10.20 of our Current Report on Form 8-K filed on June 28, 2004 with the Securities and Exchange Commission.

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