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): June 25, 2015
NETSCOUT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
000-26251 |
04-2837575 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
310 Littleton Road Westford, Massachusetts |
01886 | |
(Address of principal executive offices) | (Zip Code) |
(978) 614-4000
(Registrants 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:
x | 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)) |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 14, 2014, NetScout Systems, Inc. (the Company or NetScout) announced that it had entered into an Agreement and Plan of Merger and Reorganization, dated as of October 12, 2014, by and among the Company, Danaher Corporation (Danaher), Potomac Holding LLC, a wholly-owned subsidiary of Danaher (Newco), RS Merger Sub I, Inc. and RS Merger Sub II, LLC (the Merger Agreement). In addition, the Company, Danaher and Newco entered into a Separation and Distribution Agreement, dated as of October 12, 2014 (the Distribution Agreement), providing for the transfer by Danaher to Newco of certain assets and liabilities of Danahers communications business, including Tektronix Communications, Arbor Networks and certain parts of Fluke Networks Enterprise, but excluding Danahers data communications cable installation business and its communication service provider (field and test tools systems) business. As used herein, the term Transactions refers to the transactions contemplated by the Merger Agreement, Distribution Agreement and any other documents referred to in or contemplated by the Merger Agreement and the Distribution Agreement.
On June 25, 2015, the Company held a special meeting of the Companys stockholders (the Special Meeting), at the Companys offices located at 310 Littleton Road, Westford, Massachusetts 01886. At the Special Meeting, the Companys stockholders voted on two proposals relating to the Transactions, each of which is described in more detail in the Companys definitive proxy statement for the Special Meeting filed with the U.S. Securities and Exchange Commission on May 8, 2015 (the Proxy Statement). The results of the matters presented at the Special Meeting, based on the presence in person or by proxy of holders of 37,354,897 shares of the 40,807,787 shares of NetScout common stock entitled to vote, were as follows:
Proposal 1 was to approve the issuance of shares of NetScout common stock in connection with the Transactions. This proposal was approved as follows:
For |
Against | Abstain | ||
36,657,360 | 656,690 | 40,847 |
Proposal 2 was to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve the issuance of shares of NetScout common stock in connection with the Transactions. This proposal was approved as follows, but since there were sufficient votes at the time of the Special Meeting to approve the issuance of shares of NetScout common stock in connection with the Transactions, the Special Meeting was not adjourned for the purpose of soliciting additional proxies:
For |
Against | Abstain | ||
36,025,205 | 1,269,785 | 59,907 |
Item 8.01. | Other Events. |
On June 25, 2015, the Company issued a press release announcing the results of the vote at the Special Meeting, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
The Company hereby files the following exhibits:
99.1 Press Release of NetScout Systems, Inc., dated June 25, 2015
Additional Information and Where You Can Find It
NetScout has filed a Registration Statement on Form S-4 (No. 333-200704) (the Registration Statement) with the Securities and Exchange Commission (the SEC), which includes a prospectus (the Prospectus), and other documents concerning the proposed acquisition of the Communications Business. Investors are urged to read the Registration Statement, including the Prospectus, along with other relevant documents filed with the SEC, because they contain important information. Security holders may obtain a free copy of the Registration Statement and Prospectus and other documents filed by NetScout with the SEC at the SECs website at www.sec.gov. The Registration Statement, including the Prospectus, along with other documents, may also be obtained for free by contacting Andrew Kramer, Vice President of Investor Relations, by telephone at 978-614-4000, by email at ir@netscout.com, or by mail at Investor Relations, NetScout Systems, Inc., 310 Littleton Road, Westford, MA 01886.
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 thereunto duly authorized.
NETSCOUT SYSTEMS, INC. | ||
By: | /s/ Jean Bua | |
Jean Bua | ||
Chief Financial Officer | ||
Date: | June 25, 2015 |
Exhibit Index
Exhibit Number |
Description | |
99.1 | Press Release of NetScout Systems, Inc., dated June 25, 2015 |
Exhibit 99.1
Contact:
Andrew Kramer
Vice President, Investor Relations
NetScout Systems, Inc.
978-614-4279
IR@netscout.com
NetScout Systems Stockholders Overwhelmingly Approve Proposal Related to the Companys
Planned Acquisition of Danaher Corporations Communications Business
WESTFORD, Mass., June 25, 2015 NetScout Systems, Inc. (NASDAQ: NTCT), an industry leader in service assurance solutions, announced the results from the Companys Special Meeting of Stockholders held earlier today at its corporate headquarters. The proposal to issue 62.5 million shares of NetScout common stock in connection with NetScouts acquisition of Danaher Corporations (NYSE: DHR) Communications Business was approved by approximately 98% of the 37.4 million shares that were voted by NetScout stockholders (92% of the Companys 40.8 million shares outstanding).
Todays successful vote by NetScouts stockholders is a significant milestone in our efforts to acquire Danahers Communications Business and begin the next phase of our strategy, stated Anil Singhal, NetScouts President and CEO. We believe that this combination will produce exciting opportunities for our stockholders, customers and employees. We share our stockholders enthusiasm for NetScouts future and appreciate their confidence in NetScouts strategic direction. We look forward to the completion of this transaction next month.
Danaher launched an exchange offer last month related to the split-off of its Communications Business. NetScout and Danaher expect to complete the transaction in mid-July following the conclusion of the exchange offer, along with the satisfaction of the remaining closing conditions set forth in the merger agreement. Following the acquisitions completion, Danahers pre-transaction stockholders and certain employees of the Communications Business will own approximately 59.5% of the combined company and NetScouts pre-transaction equityholders will own approximately 40.5% on a fully diluted basis.
About NetScout Systems, Inc.
NetScout Systems, Inc. (NASDAQ:NTCT) is the market leader in service assurance solutions that enable enterprise and service provider organizations to assure the quality of the user experience for business and mobile services. NetScout technology helps these organizations proactively manage service delivery and identify emerging performance problems, helping to quickly resolve issues that cause business disruptions or negatively impact users of information technology.
Additional Information and Where You Can Find It
NetScouts Registration Statement on Form S-4, and other documents concerning the proposed acquisition of Danahers Communications Business have been filed with the Securities and Exchange Commission (the SEC). Investors are urged to read the S-4 Registration Statement, along with other relevant documents filed with the SEC, when they become available because they will contain important information. Security holders may obtain a free copy of the Registration Statement and other documents filed by NetScout with the SEC at the SECs website at www.sec.gov. The Registration Statement, along with other documents, may also be obtained for free by contacting Andrew Kramer, Vice President of Investor Relations, by telephone at 978-614-4000, by email at ir@netscout.com, or by mail at Investor Relations, NetScout Systems, Inc., 310 Littleton Road, Westford, MA 01886.
Safe Harbor
Forward-looking statements in this release are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and other federal securities laws. Investors are cautioned that statements in this press release, which are not strictly historical statements, including without limitation, the statements related to the events and timing associated with completing the acquisition of Danahers Communication Business involve risks and uncertainties. Actual results could differ materially from the forward-looking statements due to known and unknown risk, uncertainties, assumptions and other factors. Such factors include delays related to completing Danaher Corporations split-off tender exchange; the anticipated tax treatment of the transaction and related transactions; risks relating to any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects and the impact of any such changes on consummating the transaction; and failure to consummate or delay in consummating the transaction for other reasons. For a more detailed description of the risk factors associated with the Company, please refer to the Companys Registration Statement on Form S-4 and Annual Report on Form 10-K for the fiscal year ended March 31, 2015 which is on file with the Securities and Exchange Commission. NetScout assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.
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