-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DcQkMKYru3o27AN42n/nFN8biNYyFzKIC3M1H+FU4i5rfECsLeHUfLK/V69T+7Hb 5A6XuCnHl5nKue9UDgR0bQ== 0001047469-99-022940.txt : 19990604 0001047469-99-022940.hdr.sgml : 19990604 ACCESSION NUMBER: 0001047469-99-022940 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETSCOUT SYSTEMS INC CENTRAL INDEX KEY: 0001078075 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042837575 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-26251 FILM NUMBER: 99639514 BUSINESS ADDRESS: STREET 1: 4 TECHNOLOGY PARK DR CITY: WESTFORD STATE: MA ZIP: 01886 BUSINESS PHONE: 9786144000 MAIL ADDRESS: STREET 1: 4 TECHNOLOGY PARK DRIVE CITY: WESTFORD STATE: MA ZIP: 01886 8-A12G 1 8-A12G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NETSCOUT SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 04-2837575 - ------------------------------------------------- ------------------- (State of incorporation or organization) (IRS Employer Identification No.) 4 TECHNOLOGY PARK DRIVE, WESTFORD, MASSACHUSETTS 01886 - ------------------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12 12(b) of the Exchange Act and is (g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), please check the Instruction A.(d), please check the following box: / / following box: /X/ Securities Act registration statement file number to which this form relates: 333-76843 --------------- (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ NONE N/A Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class) Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Information concerning the common stock, $.001 par value per share, of NetScout Systems, Inc. ("NetScout") is contained under the caption "Description of Capital Stock" in NetScout's Registration Statement on Form S-1 (File No. 333-76843), as filed with the Securities and Exchange Commission on April 22, 1999, as amended, pursuant to the Securities Act of 1933, as amended (the "Registration Statement"), and such information is incorporated herein by reference. Item 2. EXHIBITS Exhibit No. Exhibit ----------- ------- 1 Second Amended and Restated Certificate of Incorporation of NetScout (incorporated herein by reference to Exhibit 3.1 to the Registration Statement). 2 Form of Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of NetScout (incorporated herein by reference to Exhibit 3.2 to the Registration Statement). 3 Form of Third Amended and Restated Certificate of Incorporation of NetScout (incorporated herein by reference to Exhibits 3.3 and 4.1 to the Registration Statement). 4 By-laws of NetScout (incorporated herein by reference to Exhibit 3.4 to the Registration Statement). 5 Form of Amended and Restated By-laws of NetScout (incorporated herein by reference to Exhibits 3.5 and 4.2 to the Registration Statement). 6 Specimen Certificate for shares of NetScout's Common Stock (incorporated herein by reference to Exhibit 4.3 to the Registration Statement). 7 1990 Stock Option Plan, as amended (incorporated herein by reference to Exhibit 10.1 to the Registration Statement). 8 1999 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Registration Statement). 9 1999 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.3 to the Registration Statement). 10 Amended and Restated Rights Agreement entered into as of January 15, 1999 by and among NetScout, Greylock Equity Limited Partnership, certain affiliates of TA Associates, Inc. and Egan Managed Capital, L.P. (incorporated herein by reference to Exhibit 10.5 to the Registration Statement). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the NetScout has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. NETSCOUT SYSTEMS, Inc. By: /s/ Charles W. Tillett ---------------------------------------------- Charles W. Tillett Vice President, Finance and Administration and Chief Financial Officer Date: June 3, 1999 ------------ -----END PRIVACY-ENHANCED MESSAGE-----