NETSCOUT SYSTEMS INC — Capital/Financing Update 2012

Feb 14, 2012

8-K 1 d301535d8k.htm FORM 8-K 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): February 8, 2012

NETSCOUT SYSTEMS, INC.

(Exact name of registrant as specified in its 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:

¨ 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 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 8, 2012, the Compensation Committee of the Board of Directors of NetScout Systems, Inc., or the Company, amended and restated the Company’s 2011 Employee Stock Purchase Plan, or the ESPP. The amendment and restatement provides that the Company may establish separate offerings under the ESPP with different terms where each such offering (taken on its own) may be designed to qualify or not qualify under Section 423 of the U.S. Internal Revenue Code of 1986, as amended. The amendment and restatement of the ESPP did not require stockholder approval.

A copy of the amended and restated ESPP is filed as Exhibit 10.1 to this report and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The Company hereby files the following exhibit:

10.1 NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan.

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: February 14, 2012

EXHIBIT INDEX

Exhibit Number	Exhibit Description
10.1	NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan.