UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): May
2, 2007
NetScout Systems,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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0000-26251
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04-2837575
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(Commission
File Number)
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(IRS
Employer Identification No.)
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310
Littleton Road, Westford, Massachusetts
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01886
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(978)
614-4000
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, If Changed Since Last Report)
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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:
[
] 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
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS,
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On
May 2, 2007, the Board of Directors (the “Board”) of NetScout Systems, Inc. (the
“Company”) elected Stephen Pearse as a Class III member of the Board.
Mr.
Pearse is a private investor and has been a principal with investment firms
Yucatan Rock, Inc. and Common Angels since 2001 and 2005, respectively. Upon
his
election, Mr. Pearse received 1,375 restricted stock units at a price per share
equal to the closing price of the Company’s common stock on May 2, 2007. Such
restricted stock units vest on the date of the Company’s next Annual Meeting of
Stockholders, provided that during the period from May 2, 2007, through the
date
of the Annual Meeting, Mr. Pearse attends at least 75% of the meetings,
collectively, of the Board and any committee of the Board which he is a member.
In the event the attendance requirements are not met, the restricted stock
units
will not become vested until May 2, 2010.
In
connection with Mr. Pearse’s appointment, the Company has entered into its
standard indemnification agreement with Mr. Pearse. The indemnification
agreement is identical in all material respects to the Company’s previously
filed representative Indemnification Agreement, dated September 13,
2006.
As
of the date of this report, the Board has not determined which committee or
committees of the Board Mr. Pearse will join.
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL
YEAR.
Effective
May 2, 2007, the Board amended the Amended and Restated Bylaws of the Company
(the “Bylaws”) in order to clarify that the Company may issue both certificated
and uncertificated shares, i.e., book entry shares, of its capital stock. While
the Company believes that the prior provision in the Bylaws permitted the
Company to issue uncertificated shares, the Company desired to remove any
ambiguity in light of the amendment to NASDAQ Rule 4350(l), which becomes
effective January 1, 2008 with respect to the Company. This rule, as amended,
requires securities listed on the NASDAQ to be eligible for a Direct
Registration Program operated by a clearing agency registered under Section
17A
of the Securities Exchange Act of 1934, as amended. A requirement for
eligibility in a Direct Registration Program is the ability to issue book entry
shares. A composite copy of the Company’s Bylaws, as amended, is attached hereto
as Exhibit 3.1 and is incorporated herein by reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
The
Company hereby files the following exhibit:
3.1
Composite
Copy of Amended and Restated Bylaws, as amended to date.
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.
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NETSCOUT
SYSTEMS, INC.
By:
__/s/
David P. Sommers______________
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David
P. Sommers
Chief
Financial Officer and
Senior
Vice President, General Operations
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Date:
May 7,
2007
EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1
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Composite
Copy of Amended and Restated Bylaws, as amended to
date.
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