SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~ 14January 21, ~~2003~~2004

NETSCREEN TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-33387		77-0469208
(Commission File Number)		(IRS Employer Identification No.)
805 11th Avenue, Building 3, Sunnyvale, California		94089
(Address of Principal Executive Offices)		(Zip Code)

805 11th Avenue, Building 3, Sunnyvale, California		94089
(Address of Principal Executive Offices)		(Zip Code)

(408) 543-2100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 2.12: ~~Acquisition~~Results orof ~~Disposition~~Operations ofand ~~Assets.~~Financial Condition.

On ~~November~~January 1421, ~~2003~~2004, NetScreen Technologies, Inc. ~~(“NetScreen”) completed the acquisition of Neoteris~~, ~~Inc.,~~ a Delaware corporation ~~(“Neoteris”)~~, ~~through~~issued ~~the~~a ~~merger~~press ofrelease aannouncing ~~wholly-owned~~earnings ~~subsidiary~~for ofthe ~~NetScreen~~quarter ~~with~~ended ~~and~~December ~~into Neoteris~~31, ~~with Neoteris surviving as a wholly-owned subsidiary of NetScreen (the “Merger”)~~2003. ~~In connection with the~~The ~~Merger,~~earnings ~~NetScreen~~press ~~will issue up to 10~~release,~~917,793~~ ~~shares~~which ofhas ~~NetScreen~~been ~~common~~attached ~~stock,~~as ~~including~~Exhibit 199.01,~~229,834~~ ~~shares~~discloses ~~issuable~~certain ~~upon~~“pro-forma” ~~the~~financial ~~exercise~~measures ofthat ~~options~~are ~~assumed~~not inpresented ~~the transaction and $20 million~~ in ~~cash~~accordance ~~for~~with ~~all~~United ofStates ~~the~~generally ~~issued~~accepted ~~and~~accounting ~~outstanding~~principles, ~~shares~~or ~~of Neoteris capital stock and the assumption of Neoteris’ outstanding stock options~~GAAP. NetScreen has also agreed to pay up to an additional $30 million in cash to Neoteris stockholders and optionholders upon the achievement of certain revenue milestones. NetScreen is funding the cash portion of the acquisition from its working capital.

~~The~~Management ~~Merger~~uses isthis ~~intended~~non-GAAP information to bemonitor ~~a reorganization~~ and ~~will~~evaluate beon-going ~~accounted~~operating ~~for~~results and ~~under~~trends ~~the~~that ~~purchase~~affect ~~method~~our ofcore ~~accounting~~business. AsWe abelieve ~~result~~that ofthis ~~the~~non-GAAP ~~Merger,~~information ~~NetScreen~~provides ~~acquired~~investors ~~all~~with ~~the~~information ~~assets~~that ofhighlights ~~Neoteris,~~the ~~including~~underlying ~~Neoteris’~~performance ~~SSL Remote~~of ~~Access~~our ~~products~~business. ~~and~~In ~~services product line~~addition, ~~all~~because ~~plant,~~we ~~equipment~~have orhistorically ~~other~~reported ~~physical~~certain ~~property~~non-GAAP results ~~that Neoteris used in its business and assumed all the liabilities of Neoteris. NetScreen intends~~ to ~~use the plant~~investors, ~~equipment~~we ~~and~~believe ~~other~~the ~~physical property~~inclusion of ~~Neoteris consistent with its long~~non-~~term~~GAAP ~~business~~numbers ~~objectives.~~provides ~~The~~consistency ~~agreement~~in ~~and~~our ~~plan~~financial ~~of merger is attached as Exhibit 2~~reporting.1 ~~to this report.~~

OnHowever, ~~November~~these ~~12,~~non-GAAP ~~2003,~~measures ~~the~~should ~~California~~be ~~Department~~considered ofsupplemental ~~Corporations~~to, ~~issued~~and not a ~~permit~~substitute ~~qualifying~~for ~~the~~or ~~issuance~~superior ofto, ~~NetScreen~~net ~~common~~income, ~~stock~~income ~~issued~~from inoperations, ~~connection~~operating expense, ~~with~~gross ~~the~~margin, ~~Merger.~~operating Aprofit ~~registration~~margin, ~~statement~~earnings onper ~~Form~~share ~~S-8~~or ~~(No~~other measures of financial performance prepared in accordance with GAAP. ~~333~~The non-~~110709)~~GAAP ~~has~~measures ~~been~~included ~~filed~~in ~~registering~~our ~~the~~press ~~1,229,834~~release ~~shares~~have ofbeen ~~NetScreen~~reconciled ~~common~~to ~~stock~~the ~~issuable~~comparable ~~upon~~GAAP measure in the press ~~exercise~~release offurnished ~~assumed~~as ~~Neoteris~~an ~~options~~exhibit to this report.

Additionally, upon the closing of the Merger, NetScreen named Krishna Kolluri to the position of General Manager responsible for Secure Access Products. Mr. Kolluri served as Neoteris’ President, Chief Executive Officer and Chairman of the Board since inception.

A press release announcing the completion of the transaction is attached as Exhibit 99.1 to this report.

Item 7. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The Registrant intends to file by amendment the required financial information of Neoteris no later than January 30, 2004, 60 days after the date that this report on Form 8-K must be filed.

(b) Pro forma financial information.

The Registrant intends to file by amendment the required pro forma financial statements reflecting the acquisition of all of the issued and outstanding capital stock, including stock options, of Neoteris no later than January 30, 2004, 60 days after the date that this report on Form 8-K must be filed.

2.1		Agreement and Plan of Merger dated October 3, 2003 by and among the Registrant, Neon Acquisition Corp. and Neoteris, Inc.*
99.1		Press Release issued on November 17, 2003 regarding completion of the Neoteris acquisition.

* Certain schedules have been omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.

SIGNATURE

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~~ hereunto duly authorized.

	~~NETSCREEN TECHNOLOGIES, INC.~~		NETSCREEN TECHNOLOGIES, INC.
Date: November 26, 2003	By:	/s/ Robert D. Thomas
Date: January 21, 2004			By:	/s/ Robert D. Thomas
	Robert D. Thomas
				Robert D. Thomas President, Chief Executive Officer
	President, Chief Executive Officer

INDEX TO EXHIBITS

2.1		Agreement and Plan of Merger dated October 3, 2003 by and among the Registrant, Neon Acquisition Corp. and Neoteris, Inc.*
Exhibit No.		Description of Exhibit
99.1		Press Release issued on November 17, 2003 regarding completion of the Neoteris acquisition.
99.01		Press release dated January 21, 2004*

* ~~Certain~~This ~~schedules~~exhibit ~~have~~is ~~been~~intended ~~omitted.~~to ~~The~~be ~~Registrant~~furnished ~~agrees~~and toshall ~~furnish~~not ~~supplementally~~be adeemed ~~copy~~“filed” for purposes of ~~any~~the ~~omitted~~Securities ~~schedule~~Exchange toAct ~~the~~of ~~Commission~~1934, ~~upon~~as ~~request~~amended.

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