SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
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.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
64115 T 10 4
(CUSIP Number)
Narendra Popat
c/o NetScout Systems, Inc.
310 Littleton Road
Westford, Massachusetts 01886
(978) 614-4000
Copy to:
Miguel J. Vega, Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 30, 2003
(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 6 Pages)
CUSIP NO. 64115 T 10 4 13D PAGE 2 of 6 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 1,931,117
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 705,140
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,931,117
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
705,140
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,636,257
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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)
8.8%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(Page 2 of 6 Pages)
Schedule 13D
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.
(b) The business address of Mr. Popat is c/o NetScout Systems, Inc.,
310 Littleton Road, Westford, MA 01886.
(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.
(d), (e) Mr. Popat 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.
(f) Mr. Popat is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 30, 2003, Pell Rudman Trust Company, N.A., as the Trustee of
The Millennium Trust dated February 17, 2000 (the "Trust"), terminated such
Trust and made a terminating distribution of 1,000,000 shares of Common Stock
(the "Shares") to Mr. Popat, the donor of the Trust. No funds were used to
acquire the Shares; they were transferred by the Trust without consideration.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Popat acquired the Shares for investment purposes. Mr. Popat has 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) Mr. Popat beneficially owns an aggregate of 2,636,257 shares of Common
Stock, which constitute approximately 8.8% of the 30,052,741 shares of Common
Stock outstanding on July 22, 2003 (as provided by the Company).
Mr. Popat directly owns 1,898,535 shares of Common Stock and has the right
to acquire 32,582 shares of Common Stock issuable upon the exercise of options
exercisable within 60 days of July 30, 2003. In addition, an aggregate of
215,660 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 his spouse are the general partners and trusts for the
benefit of their children are limited partners; and 149,480 shares of
(Page 3 of 6 Pages)
Common Stock are held by The HOPE Foundation USA - 1999, a charitable trust, of
which Mr. Popat and his spouse are co-trustees.
Mr. Popat's spouse directly owns 1,636,227 shares of Common Stock. In
addition, an aggregate of 136,056 shares of Common Stock are held by two trusts
for the benefit of Mr. Popat's children; Mr. Popat's spouse is one of two
trustees of each such trust. Mr. Popat may be deemed to beneficially own the
2,261,763 shares of Common Stock beneficially owned by his spouse. Mr. Popat
disclaims beneficial ownership of 1,772,283 of such shares.
The amounts beneficially owned by Mr. Popat and his spouse do not include
an aggregate of 863,773 shares of Common Stock held by The Jyoti N. Popat GRAT
II - 2001 and 130,000 shares of Common Stock held by The Popat Family Trust -
2001. Neither Mr. Popat nor his spouse 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: 1,931,117
(ii) Shared power to vote or to direct the vote: 705,140
(iii) Sole power to dispose or to direct the disposition of: 1,931,117
(iv) Shared power to dispose or to direct the disposition of: 705,140
Mr. Popat shares with his spouse 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
his spouse are the general partners and trusts for the benefit of their
children are limited partners, and 149,480 shares of Common Stock held by The
HOPE Foundation USA - 1999, a charitable trust, of which Mr. Popat and his
spouse are co-trustees. Mrs. Popat is a homemaker and her residence is 355
Pope Road, Concord, MA 01742. Mrs. Popat 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. Mrs. Popat is a citizen of the United States.
Mr. Popat and Joseph G. Hadzima, Jr., 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 215,660 shares of
Common Stock held in such trusts. The business address of Mr. Hadzima is c/o
Main Street Partners LLC, 238 Main Street, Suite 400, Cambridge, MA 02142. Mr.
Hadzima is a Managing Director of Main Street Partners LLC, a venture capital
investing and technology commercialization company. The address of Main Street
Partners LLC is 238 Main Street, Suite 400, Cambridge, MA 02142. Mr. Hadzima 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. Mr. Hadzima is a citizen of the United States.
(c) Except as set forth above, Mr. Popat has not effected any
transactions in shares of Common Stock during the past 60 days.
(Page 4 of 6 Pages)
(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.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Mr. Popat and his spouse 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 his spouse are the
general partners and trusts for the benefit of their children are limited
partners. Mr. Popat and Mr. Hadzima are co-trustees of The Saagar Popat Trust
and The Sajeev Popat Trust, each of which is dated August 21, 1997 and holds
107,830 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.
Not applicable.
(Page 5 of 6 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: August 7, 2003
/s/ Narendra Popat
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Narendra Popat
(Page 6 of 6 Pages)