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): September 13, 2006
NetScout Systems, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0000-26251 04-2837575
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(Commission File Number) (IRS Employer Identification No.)
310 Littleton Road, Westford,
Massachusetts 01886
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(Address of Principal Executive Offices) (Zip Code)
(978) 614-4000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT; ITEM 8.01. OTHER EVENTS.
Non-Employee Director Compensation
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On September 13, 2006, NetScout Systems, Inc. (the "Company") changed its
non-employee director compensation arrangements. A summary of the Company's
currently effective director compensation is filed as Exhibit 10.1 hereto and is
incorporated by reference herein.
On September 13, 2006, the Company granted each non-employee member of the
Board of Directors of the Company (the "Board") an award of 4,137 restricted
stock units ("RSUs") pursuant to the director compensation arrangements
discussed above.
Form of Indemnification Agreement
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On September 13, 2006, the Board approved a form of Indemnification
Agreement (the "Indemnification Agreement") to be entered into between the
Company and (1) each of the directors of the Company; and (2) each of the
following officers and employees of the Company: David P. Sommers, the Company's
Chief Financial Officer and Senior Vice President, General Operations; Michael
Szabados, Senior Vice President, Product Operations; John W. Downing, Vice
President, Worldwide Sales Operations; Jeffrey R. Wakely, Vice President,
Finance, and Chief Accounting Officer; Jeffrey A. Levinson, the Company's
Managing Counsel; and Catherine L. Taylor, the Director of Investor Relations
(collectively, the "Indemnitees"). The Company entered into an indemnification
agreement with each of the Indemnitees effective as of September 13, 2006. A
copy of the form of Indemnification Agreement is filed as Exhibit 10.2 and is
incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The Company hereby files the following exhibits:
10.1 Summary of Non-Employee Director Compensation
10.2 Form of Indemnification Agreement
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/ David P. Sommers
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David P. Sommers
Chief Financial Officer and Senior
Vice President, General Operations
Date: September 19, 2006
EXHIBIT INDEX
Exhibit Number Description
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10.1 Summary of Non-Employee Director Compensation
10.2 Form of Indemnification Agreement