SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
NetScout Systems, Inc.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
64115 T 10 4
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(CUSIP Number)
Narendra Popat
c/o NetScout Systems, Inc.
310 Littleton Road
Westford, Massachusetts 01886
(978) 614-4000
Copy to:
Miguel J. Vega, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2448
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 10, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Page 1 of 8 Pages)
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CUSIP No. 64115 T 10 4 Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Narendra Popat
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(SEE INSTRUCTIONS) (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,498,535
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 823,197
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,498,535
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10 SHARED DISPOSITIVE POWER
823,197
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,321,732
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(Page 2 of 8 Pages)
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CUSIP No. 64115 T 10 4 Page 3 of 8 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jyoti Popat
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(SEE INSTRUCTIONS) (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,465,772
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 625,536
REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,465,772
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
625,536
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,091,308
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES (SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Schedule 13D
(Page 3 of 8 Pages)
This Amendment No. 1 to original Schedule 13D filed July 30, 2003 by
Narendra Popat is being filed to reflect the transactions referenced in Item 3
below and to update certain other information.
Item 1. Security and Issuer.
The title of the class of equity securities of NetScout Systems, Inc.,
a Delaware corporation (the "Company"), to which this statement relates is the
Company's common stock, par value $0.001 per share (the "Common Stock"). The
address of the principal executive offices of the Company is 310 Littleton Road,
Westford, MA 01886.
Item 2. Identity and Background.
(a) This statement is being filed by Narendra Popat and Joyti Popat.
(b) The business address of Mr. Popat is c/o NetScout Systems, Inc.,
310 Littleton Road, Westford, MA 01886. The residential address of Ms. Popat is
355 Pope Road, Concord, MA 01742.
(c) Mr. Popat serves as Chairman of the Board and Secretary of the
Company, a provider of network management solutions. The address of the Company
is 310 Littleton Road, Westford, MA 01886. Ms. Popat is a homemaker.
(d), (e) Mr. Popat and Ms. Popat have not, during the last five years,
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
were or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
(f) Mr. Popat and Ms. Popat are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On November 10, 2004, The Narendra Popat Trust, a trust of which Mr.
Popat is the trustee, transferred 400,000 shares of Common Stock of the Company
(the "Shares") to a blind trust (the "Blind Trust") established by Mr. Popat in
connection with a Rule 10b5-1 sales plan established by Mr. Popat. Mr. Popat is
not a trustee of the Blind Trust and does not have any voting or dispositive
power over the Shares. Atlantic Trust Company, N.A., is the trustee of the Blind
Trust and has sole voting and dispositive control over the Shares held by the
Blind Trust. The Shares were transferred to the Blind Trust without
consideration.
Item 4. Purpose of Transaction.
Mr. Popat and Ms. Popat have no plans or proposals that relate to or
would result in any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate Beneficial Ownership: Mr. Popat beneficially owns an
aggregate of 2,321,732 shares of Common Stock, which constitute approximately
7.5% of the 30,970,972 shares of Common Stock outstanding on August 2, 2005 (as
provided by the Company). Ms. Popat beneficially owns an aggregate of 2,091,308
shares of Common Stock, which constitute approximately 6.8% of the 30,970,972
shares of Common Stock outstanding on August 2, 2005 (as provided by the
Company).
(Page 4 of 8 Pages)
Sole Voting or Dispositive Power: Mr. Popat has sole voting or
dispositive power over 1,498,535 shares of Common Stock. Ms. Popat has sole
voting or dispositive power over 1,465,772 shares of Common Stock.
Shared Voting or Dispositive Power: An aggregate of 333,717 shares of
Common Stock are held by two trusts for the benefit of Mr. Popat's children, of
which Mr. Popat is one of two trustees of each such trust; 340,000 shares of
Common Stock are held by a family limited partnership, of which Mr. Popat and
Ms. Popat are the general partners and trusts for the benefit of their children
are limited partners; 149,480 shares of Common Stock are held by The HOPE
Foundation USA - 1999, a charitable trust, of which Mr. Popat and Ms. Popat are
co-trustees; and 136,056 shares of Common Stock are held by two trusts for the
benefit of Ms. Popat's children, of which Ms. Popat is one of two trustees of
each such trust.
Disclaimed Beneficial Ownership: Mr. Popat may be deemed to
beneficially own the 2,091,308 shares of Common Stock beneficially owned by his
spouse, Ms. Popat. Mr. Popat disclaims beneficial ownership of 1,601,828 of such
shares. Ms. Popat may be deemed to beneficially own the 2,636,257 shares of
Common Stock beneficially owned by her spouse, Mr. Popat. Ms. Popat disclaims
beneficial ownership of 1,832,252 of such shares.
The amounts beneficially owned by Mr. Popat and Ms. Popat do not
include an aggregate of 916,171 shares of Common Stock held by The Jyoti N.
Popat GRAT III - 2003, 130,000 shares of Common Stock held by The Popat Family
Trust - 2001, and 400,000 shares held by the Blind Trust referred to in Item 3
above. Neither Mr. Popat nor Ms. Popat have voting or dispositive power over the
shares of Common Stock held by such trusts.
(b) Number of shares of Common Stock as to which Mr. Popat has:
(i) Sole power to vote or to direct the vote: 1,498,535
(ii) Shared power to vote or to direct the vote: 823,197
(iii) Sole power to dispose or to direct the disposition of:
1,498,535
(iv) Shared power to dispose or to direct the disposition of:
823,197
Number of shares of Common Stock as to which Ms. Popat has:
(i) Sole power to vote or to direct the vote: 1,465,772
(ii) Shared power to vote or to direct the vote: 625,536
(iii) Sole power to dispose or to direct the disposition of:
1,465,772
(iv) Shared power to dispose or to direct the disposition of:
625,536
Mr. Popat and Ms. Popat share the power to vote or to direct the vote
and the power to dispose or to direct the disposition of 340,000 shares of
Common Stock held by a family limited partnership, of which Mr. Popat and Ms.
Popat are the general partners and trusts for the benefit of their children are
limited partners, and 149,480 shares of Common Stock are held by The HOPE
Foundation USA - 1999, a charitable trust, of which Mr. Popat and Ms. Popat are
co-trustees.
(Page 5 of 8 Pages)
Mr. Popat and Sharon Cohen, as the two trustees of trusts for the
benefit of Mr. Popat's children, share the power to vote or to direct the vote
and the power to dispose or to direct the disposition of 333,717 shares of
Common Stock held in such trusts. Ms. Popat and Ms. Cohen, as the two trustees
of trusts for the benefit of Ms. Popat's children, share the power to vote or to
direct the vote and the power to dispose or to direct the disposition of 136,056
shares of Common Stock held in such trusts. The business address of Ms. Cohen is
c/o Atlantic Trust Company, N.A., 100 Federal Street, Boston, Massachusetts
02110. Ms. Cohen is a employee of Atlantic Trust Company, N.A., a trust company.
The address of Atlantic Trust Company is 100 Federal Street, Boston,
Massachusetts 02110. To the knowledge of Mr. and Ms. Popat, Ms. Cohen has not,
during the last five years, been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws. Ms. Cohen is a citizen of the United States.
(c) Mr. Popat and Ms. Popat have not effected any transactions in
shares of Common Stock during the past 60 days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from or any proceeds from the sale of the
shares of Common Stock beneficially owned by Mr. Popat and Ms. Popat.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Mr. Popat and Ms. Popat are co-trustees of The HOPE Foundation USA -
1999, a charitable trust dated November 19, 1999, which holds 149,480 shares of
Common Stock. 340,000 shares of Common Stock are held by The Popat Family
Limited Partnership dated August 21, 1997, of which Mr. Popat and Ms. Popat are
the general partners and trusts for the benefit of their children are limited
partners. Mr. Popat and Ms. Cohen are co-trustees of The Saagar Popat Trust and
The Sajeev Popat Trust, each of which is dated August 21, 1997 and collectively
hold 333,717 shares of Common Stock. Ms. Popat and Ms. Cohen are co-trustees of
The Narendra Popat Family Trust f/b/o Saagar Popat and The Narendra Popat Family
Trust f/b/o Sajeev Popat, each of which is dated December 1, 1995 and
collectively hold 136,056 shares of Common Stock.
All of the shares of Common Stock held by the aforementioned trusts and
family limited partnership are held for investment and estate planning purposes.
No agreements exist with respect to the voting of the shares of Common Stock
held by the aforementioned trusts and family limited partnership.
Item 7. Material to be Filed as Exhibits.
Agreement to file joint Schedule 13D/A.
(Page 6 of 8 Pages)
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: September 29, 2005
/s/ Narendra Popat
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Narendra Popat
/s/ Jyoti Popat
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Jyoti Popat
(Page 7 of 8 Pages)