0000912057-01-532590.txt : 20011008 0000912057-01-532590.hdr.sgml : 20011008 ACCESSION NUMBER: 0000912057-01-532590 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010917 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010918 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: 1739787 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 a2059503z8-k.txt FORM 8-K 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): September 17, 2001 NETSCOUT SYSTEMS, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0000-26251 04-2837575 ------------------------------ ------------ -------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4 Technology Park Drive Westford, Massachusetts 01886 --------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (978) 614-4000 Item 5. OTHER EVENTS. ------------- On September 17, 2001, NetScout Systems, Inc. announced that its Board of Directors authorized an open market stock repurchase program that will enable NetScout to purchase up to one million shares of outstanding NetScout common stock, subject to market conditions and other factors. A copy of the press release regarding the stock repurchase program is attached hereto as EXHIBIT 99.1. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. ------------------------------------------------------------------- (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not Applicable (b) PRO FORMA FINANCIAL INFORMATION. Not Applicable (c) EXHIBITS. EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release dated as of September 17, 2001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NETSCOUT SYSTEMS, INC. September 18, 2001 By: /s/ David P. Sommers ------------------------------ David P. Sommers Chief Financial Officer and Senior Vice President, General Operations EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release dated as of September 17, 2001. EX-99.1 3 a2059503zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 NETSCOUT SYSTEMS ANNOUNCES STOCK REPURCHASE PROGRAM WESTFORD, MASS., SEPTEMBER 17, 2001 - NETSCOUT SYSTEMS, INC. (NASDAQ: NTCT), a leading provider of network performance management solutions, announced today that its Board of Directors has authorized an open market stock repurchase program that will enable NetScout to purchase up to 1 million shares of outstanding NetScout common stock. The program is effective immediately. Any purchases under NetScout's stock repurchase program may be made, from time-to-time, in the open market, through block trades or otherwise. Depending on market conditions and other factors, these purchases may be commenced or suspended at any time or from time-to-time without prior notice. As of August 9, 2001, NetScout has approximately 29.6 million shares outstanding. "NetScout's Board of Directors has authorized this repurchase program to support and demonstrate our confidence in America's financial markets and in our company's future," said Anil Singhal, President and Chief Executive Officer. "This buyback is also an important way for us to use our financial strength; we believe our stock is undervalued and want to take this additional measure to increase shareholder value alongside our other strategic investments in market leadership." ABOUT NETSCOUT SYSTEMS NetScout Systems, Inc. is a market leader and pioneer of integrated infrastructure performance management solutions for leading companies and service providers worldwide. NetScout serves a major portion of the Fortune 500 and counts among its customers 3M Corporation, AT&T, Bristol-Myers Squibb, Cisco Systems, VoiceStream, Arvin Meritor, Coca Cola, MCI Worldcom, Fidelity Investments, Bank of America, Baxter Healthcare, CitiGroup, Smith Barney, Goldman Sachs, General Motors, Motorola and Sun Microsystems. NetScout's solutions are offered through its nGenius(TM) Performance Management System, an integrated solutions-based suite of advanced monitoring and reporting applications that draw on the rich performance data generated by NetScout's real-time, application-aware probe suite, advanced intelligent software agents, and network devices. The nGenius System helps organizations increase their return on infrastructure investments by optimizing the performance of their network, applications and content. NetScout is headquartered in Westford, Massachusetts and has approximately 360 employees, with offices in North America, Europe and Asia. Further information on the company is available on the World Wide Web at www.netscout.com. Forward-looking statements in this release are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Investors are cautioned that statements in this press release which are not strictly historical statements, including the plans, objectives and future financial performance of NetScout, constitute forward-looking statements which involve risks and uncertainties. Actual results could differ materially from the forward-looking statements. Risks and uncertainties which could cause actual results to differ include, without limitation, risks and uncertainties associated with the company's strategic relationships with Cisco Systems and other partners, dependence upon broad-based acceptance of the company's infrastructure performance management solutions, the company's ability to achieve and maintain a high rate of growth, introduction and market acceptance of new products and product enhancements such as the delivery of nGenius product platform probes and software solutions, the ability of NetScout to take advantage of service provider opportunities, competitive pricing pressures, reliance on sole source suppliers, successful expansion and management of direct and indirect distribution channels, and dependence on proprietary technology, as well as risks of slowdowns or downturns in economic conditions generally and in the market for infrastructure performance management solutions specifically. For a more detailed description of the risk factors associated with the company, please refer to the company's Annual Report on Form 10-K for the fiscal year ended March 31, 2001, and its quarterly report on Form 10-Q for the quarter ended June 30, 2001, on file with the Securities and Exchange Commission. NetScout is a registered trademark, and the NetScout logo, nGenius, nGenius Application Service Level Manager, nGenius Real-Time Monitor and nGenius Capacity Planner are trademarks of NetScout Systems, Inc.