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): January
25, 2007
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NetScout
Systems, Inc.
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(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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0000-26251
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04-2837575
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(Commission
File Number)
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(IRS
Employer Identification No.)
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310
Littleton Road, Westford, Massachusetts
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01886
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(978)
614-4000
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, If Changed Since Last Report)
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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
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The
following information and the Exhibit attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing
under
the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly
set forth by specific reference in such filing.
On
January 25, 2007, NetScout Systems, Inc. (the “Company”) issued a press release
regarding its financial results for the quarter ended December 31, 2006,
its
expectations of future performance and its intention to hold a conference
call
regarding these topics. The Company’s press release is furnished as Exhibit 99.1
to this report and is incorporated herein by reference.
Use
of
Non-GAAP Financial Information
To
supplement the financial measures presented in the Company's press release
in
accordance with accounting principles generally accepted in the United
States
("GAAP"), the Company also presented a non-GAAP measure relating to operating
margin, which was adjusted from amounts determined based on GAAP to exclude
a
non-recurring charge related to certain payments to be made to Narendra
Popat,
the former Executive Chairman of the Company, in connection with his retirement
and advisory agreement with the Company. The non-GAAP financial measure
used
appeared in the statement in the release that the Company expects a fourth
quarter operating margin of 7 to 8 percent which would equate to a 12 to
13
percent operating margin if the non-recurring charges related to Mr. Popat's
agreement, which account for a five point reduction in operating margin,
were
excluded. The Company believes this non-GAAP financial measure will enhance
the
reader’s overall understanding of the Company's current financial performance
and the Company's prospects for the future. Presenting the GAAP measure
on its
own would not be indicative of the Company’s core operating results. The Company
gave significant weight to the fact that the non-GAAP financial measure
was
non-recurring in deciding to present such information. The Company does
not use
this non-GAAP financial measure for any other purpose. The Company gave
greater
prominence in the release to the amount determined based on GAAP. The
presentation of this non-GAAP information is not meant to be considered
superior
to, in isolation from or as a substitute for results prepared in accordance
with
GAAP.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
The
Company hereby furnishes the
following exhibit:
99.1 Press
release dated January
25, 2007.
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.
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NETSCOUT
SYSTEMS, INC.
By:
__/s/
David P. Sommers______________
David
P. Sommers
Chief
Financial Officer and
Senior
Vice President, General Operations
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Date:
January 25, 2007
EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
release, dated January 25, 2007.
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