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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 12, 2005
NetScout Systems, Inc.
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(Exact Name of Registrant as Specified in 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 (see General Instruction A.2. below):
[ ] 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))
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INFORMATION TO BE INCLUDED IN THE REPORT
SECTION 1-REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 12, 2005, NetScout Systems, Inc. (the "Company") entered
into a definitive agreement with Quantiva, Inc. ("Quantiva") pursuant to which
the Company agreed to purchase substantially all of the assets of Quantiva. The
estimated purchase price of the assets will be approximately $9 million, subject
to closing adjustments. A portion of the purchase price shall be held back by
the Company as a source of payment for any indemnification claims that may
arise. The acquisition, which is subject to customary closing conditions, is
expected to close during the first quarter of the Company's 2006 fiscal year.
Quantiva, based in Princeton, New Jersey, is a provider of automated
analytics solutions for application performance management.
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 hereunto duly authorized.
NETSCOUT SYSTEMS, INC.
February 17, 2005
By: David P. Sommers
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David P. Sommers
Chief Financial Officer and
Senior Vice President,
General Operations