-----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, UbYh33czsQg4GpYIUDitR8q6Q3+WnJCUQW8Coq21AVC0rXoEVHd+2xOp4AWaULQr bImivCzvtu1fBDdzguS9OA== 0000891092-04-005801.txt : 20041202 0000891092-04-005801.hdr.sgml : 20041202 20041202163112 ACCESSION NUMBER: 0000891092-04-005801 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041202 ITEM INFORMATION: Other Events FILED AS OF DATE: 20041202 DATE AS OF CHANGE: 20041202 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26251 FILM NUMBER: 041180984 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-K 1 e19872_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) December 2, 2004 NetScout Systems, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0000-26251 04-2837575 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 310 Littleton Road, Westford, Massachusetts 01886 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (978) 614-4000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, If Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) INFORMATION TO BE INCLUDED IN THE REPORT Section 8--Other Events Item 8.01. Other Events. The following information and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. On December 2, 2004, NetScout issued a press release regarding its adoption of a company stock trading program in accordance with Rule 10b5-1(c) under the Exchange Act and NetScout's policies regarding stock transactions by executive officers. NetScout's press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. NetScout undertakes no obligation to update or revise the information provided in this report and the press release furnished as Exhibit 99.1 to this report, including for revision or termination of, or transfers to or sales under, an established trading plan or adoption of future plans. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NETSCOUT SYSTEMS, INC. December 2, 2004 By: /s/ David P. Sommers --------------------------- David P. Sommers Chief Financial Officer and Senior Vice President, General Operations -3- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated December 2, 2004. -4- EX-99.1 2 e19872ex99_1.txt PRESS RELEASE Exhibit 99.1 NetScout Executive Officers Adopt 10b5-1 Trading Plans WESTFORD, Mass., Dec. 2 /PRNewswire-FirstCall/ -- NetScout Systems, Inc. (Nasdaq: NTCT), a leading provider of network performance management solutions, today announced the adoption of a company stock trading program in accordance with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, and NetScout's policies regarding stock transactions by executive officers. The program provides for the establishment of "blind trusts" and Rule 10b5-1 sales plans to permit executive officers to satisfy liquidity and diversification objectives and to increase the amount of company stock available to investors. Rule 10b5-1 sales plans and blind trusts enable executive officers, at a time when they are not aware of material non-public information, to establish means for future stock sales. Under blind trusts, executives may transfer shares into a trust whose trustee has exclusive investment control over the shares, without any subsequent influence by the executive officer. Under 10b5-1 sales plans, executives may enter into predetermined written plans directing future sales of stock, which are executed by a broker without further instructions from the officer. Blind trusts and 10b5-1 sales plans are not limited by any inside information that the officer may acquire subsequent to establishment. Under company policy, NetScout's Chief Financial Officer must approve plans prior to implementation. The company's co-founders and all other NetScout executive officers have agreed to sell company stock only under written 10b5-1 sales plans or blind trusts. Specifically, each co-founder has initially transferred shares amounting to less than 10% of his beneficially owned NetScout stock into a blind trust, which will be managed by an independent third-party trustee not affiliated with them or with NetScout. The company undertakes no obligation to provide information with respect to the establishment or disestablishment of blind trusts or 10b5-1 sales plans, or transfers of NetScout stock to such trusts or plans, in the future by executive officers, directors or their family members or with respect to sales under any plans. About NetScout Systems, Inc. NetScout Systems, Inc. (Nasdaq: NTCT) is a market leader and pioneer of integrated network performance management products that unify performance across the enterprise. NetScout's nGenius(R) Performance Management System is helping more than 3,000 leading companies increase their return on infrastructure investments by optimizing the performance of networks and applications according to business priorities. NetScout is headquartered in Westford, Massachusetts, and has offices worldwide. Further information is available at http://www.netscout.com. NetScout and the NetScout logo, and nGenius are registered trademarks of NetScout Systems, Inc. Contact: Catherine Taylor Director of Investor Relations NetScout Systems, Inc. 978-614-4286 IR@netscout.com SOURCE NetScout Systems, Inc. -0- 12/02/2004 /CONTACT: Catherine Taylor, Director of Investor Relations of NetScout Systems, Inc., +1-978-614-4286, IR@netscout.com/ /Web site: http://www.netscout.com/ (NTCT) CO: NetScout Systems, Inc. ST: Massachusetts IN: CPR STW NET SU: FNC -----END PRIVACY-ENHANCED MESSAGE-----