NETCOM SYSTEMS INC S-1

S-1

FORM S-1

EX-3.1

CERTIFICATE OF INCORPORATION OF REGISTRANT

EX-3.3

BYLAWS OF NETCOM SYSTEMS

EX-5.1

OPINION OF WILSON SONSINI GOODRICH & ROSATI

EX-10.1

AMENDED 1993 NON-STATUTORY STOCK OPTION PLAN

EX-10.2

AMENDED AND RESTATED 1997 STOCK PLAN

EX-10.3

1998 STOCK PLAN

EX-10.4

1998 EMPLOYEE STOCK PURCHASE PLAN

EX-10.5

RECAPITALIZATION AGREEMENT

EX-10.6

CREDIT AGREEMENT

EX-10.7

REGISTRATION AGREEMENT

EX-10.8

STOCKHOLDERS AGREEMENT

EX-10.9

STANDARD INDUSTRIAL/COMMERCIAL TENANT-LEASE-NET

EX-10.10

FORM OF INDEMNIFICATION AGREEMENT

EX-10.11

FORM OF CHANGE-IN-CONTROL AGREEMENT

EX-10.12

401(K) PLAN

EX-10.13

INDUSTRIAL LEASE AGREEMENT

EX-10.18

FIRST AMENDMENT TO CREDIT AGREEMENT

EX-21.1

LIST OF SUBSIDIARIES OF REGISTRANT

EX-23.1

CONSENT OF ARTHUR ANDERSEN LLP

EX-27.1

FINANCIAL DATA SCHEDULE (FISCAL 1998)

EX-27.2

FINANCIAL DATA SCHEDULE (FIRST QUARTER 1999)