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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NETSCOUT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2837575
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(State of incorporation or organization) (IRS Employer
Identification No.)
4 TECHNOLOGY PARK DRIVE, WESTFORD, MASSACHUSETTS 01886
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section 12
12(b) of the Exchange Act and is (g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box: / / following box: /X/
Securities Act registration statement file number to which this form relates:
333-76843
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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NONE N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Information concerning the common stock, $.001 par value per share, of
NetScout Systems, Inc. ("NetScout") is contained under the caption "Description
of Capital Stock" in NetScout's Registration Statement on Form S-1 (File No.
333-76843), as filed with the Securities and Exchange Commission on April 22,
1999, as amended, pursuant to the Securities Act of 1933, as amended (the
"Registration Statement"), and such information is incorporated herein by
reference.
Item 2. EXHIBITS
Exhibit No. Exhibit
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1 Second Amended and Restated Certificate of
Incorporation of NetScout (incorporated herein by
reference to Exhibit 3.1 to the Registration
Statement).
2 Form of Certificate of Amendment to the Second
Amended and Restated Certificate of Incorporation of
NetScout (incorporated herein by reference to Exhibit
3.2 to the Registration Statement).
3 Form of Third Amended and Restated Certificate of
Incorporation of NetScout (incorporated herein by
reference to Exhibits 3.3 and 4.1 to the Registration
Statement).
4 By-laws of NetScout (incorporated herein by reference
to Exhibit 3.4 to the Registration Statement).
5 Form of Amended and Restated By-laws of NetScout
(incorporated herein by reference to Exhibits 3.5 and
4.2 to the Registration Statement).
6 Specimen Certificate for shares of NetScout's Common
Stock (incorporated herein by reference to Exhibit
4.3 to the Registration Statement).
7 1990 Stock Option Plan, as amended (incorporated
herein by reference to Exhibit 10.1 to the
Registration Statement).
8 1999 Stock Option and Incentive Plan (incorporated
herein by reference to Exhibit 10.2 to the
Registration Statement).
9 1999 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.3 to the
Registration Statement).
10 Amended and Restated Rights Agreement entered into as
of January 15, 1999 by and among NetScout, Greylock
Equity Limited Partnership, certain affiliates of TA
Associates, Inc. and Egan Managed Capital, L.P.
(incorporated herein by reference to Exhibit 10.5 to
the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the NetScout has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
NETSCOUT SYSTEMS, Inc.
By: /s/ Charles W. Tillett
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Charles W. Tillett
Vice President, Finance and Administration and
Chief Financial Officer
Date: June 3, 1999
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