UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____ )*
NETSCOUT SYSTEMS INC
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
64115T104
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13G
CUSIP No. 64115T104
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
AMVESCAP PLC
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2. Check the Appropriate Box if a Member of a Group (see
Instructions)
(a)
(b)
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3. SEC Use Only _______________________________________________
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4. Citizenship or Place of Organization
AMVESCAP PLC: England
Atlantic Trust Company, N.A.: United States
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5. Sole Voting Power 10,667,382: Such
shares are held by the following
entities in the respective amounts
listed Atlantic Trust Company, N.A.
10,667,382
Number of Shares --------------------------------------------------------------------------------------------------
Beneficially Owned
by Each Reporting 6. Shared Voting Power _______________
Person With
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7. Sole Dispositive Power 10,667,382:
Such shares are held by the
following entities in the respective
amounts listed Atlantic Trust
Company, N.A. 10,667,382
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,667,382
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) N/A
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11. Percent of Class Represented by Amount in Row (9) 34.83%
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12. Type of Reporting Person (See Instructions)
IA, HC. See Items 2 and 3 of this statement.
SCHEDULE 13G
Item 1(a) Name of Issuer:
NETSCOUT SYSTEMS INC
Item 1(b) Address of Issuer's Principal Executive Offices:
4 Technology Park Drive
Westford, MA 01886
Item 2(a) Name of Person Filing:
AMVESCAP PLC
In accordance with Securities and Exchange Commission Release
No. 34-39538 (January 12, 1998), this statement on Schedule
13G or amendment thereto is being filed by AMVESCAP PLC
("AMVESCAP"), a U.K. entity, on behalf of itself and its
subsidiaries listed in Item 4 of the cover of this statement.
AMVESCAP through such subsidiaries provides investment
management services to institutional and individual investors
worldwide.
Executive officers and directors of AMVESCAP or its
subsidiaries may beneficially own shares of the securities of
the issuer to which this statement relates (the "Shares"), and
such Shares are not reported in this statement. AMVESCAP and
its subsidiaries disclaim beneficial ownership of Shares
beneficially owned by any of their executive officers and
directors. Each of AMVESCAP's direct and indirect subsidiaries
also disclaim beneficial ownership of Shares beneficially
owned by AMVESCAP and any other subsidiary.
Item 2(b) Address of Principal Business Office:
11 Devonshire Square
London EC2M 4YR
England
Item 2(c) Citizenship:
See the response to Item 2(a) of this statement.
Item 2(d) Title of Class of Securities:
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Common Stock, $.01 par value per share
Item 2(e) CUSIP Number:
64115T104
Item 3 Type of Reporting Person:
An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E)
A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G)
As noted in Item 2 above, AMVESCAP is making this filing on
behalf of its subsidiaries listed herein. Each of these
entities is either an investment adviser registered with the
United States Securities Exchange Commission under Section 203
of the Investment Advisers Act of 1940, as amended, or under
similar laws of other jurisdictions. AMVESCAP is a holding
company.
Item 4 Ownership:
Please see responses to Items 5-8 on the cover of this
statement which are incorporated herein by reference.
Item 5 Ownership of Five Percent or Less of a Class:
N/A
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reporting
on By the Parent Holding Company:
Please see Item 3 of this statement, which is incorporated herein by reference.
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of a Group:
N/A
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Signature:
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 14, 2005
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Date
/s/ HAL LIEBES
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Signature
Hal Liebes
Group Compliance Officer
AMVESCAP PLC