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): November ~~October 29~~14, 2003

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 122. ~~Results~~Acquisition ofor ~~Operations~~Disposition ~~and~~of ~~Financial Condition~~Assets.

On ~~October~~November 2914, 2003, NetScreen Technologies, Inc. (“NetScreen”) completed the acquisition of Neoteris, aInc., a Delaware corporation (“Neoteris”), ~~issued~~through athe ~~press~~merger ~~release~~of ~~announcing~~a ~~earnings~~wholly-owned ~~for~~subsidiary ~~the~~of ~~quarter~~NetScreen with and ~~fiscal~~into ~~year~~Neoteris, ~~ended~~with ~~September~~Neoteris ~~30, 2003~~surviving as a wholly-owned subsidiary of NetScreen (the “Merger”). ~~The~~In ~~earnings~~connection ~~press~~with ~~release~~the Merger, ~~which~~NetScreen ~~has~~will ~~been~~issue ~~attached~~up asto ~~Exhibit~~10,917,793 ~~99.01~~shares of NetScreen common stock, ~~discloses~~including ~~certain~~1,229,834 ~~“pro-forma”~~shares ~~financial~~issuable ~~measures~~upon ~~that~~the ~~are~~exercise ~~not~~of ~~presented~~options assumed in ~~accordance~~the ~~with~~transaction ~~United~~and ~~States~~$20 ~~generally~~million ~~accepted~~in ~~accounting~~cash ~~principles,~~for orall ~~GAAP~~of the issued and outstanding shares of Neoteris capital stock and the assumption of Neoteris’ outstanding stock options. 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.

~~Management~~The ~~uses~~Merger ~~this~~is ~~non-GAAP~~intended ~~information~~ to ~~monitor~~be a reorganization and ~~evaluate~~will ~~on-going operating~~be ~~results~~accounted ~~and~~for ~~trends~~under ~~that~~the ~~affect~~purchase ~~our~~method ~~core~~of ~~business~~accounting. WeAs ~~believe~~a ~~that~~result ~~this~~of ~~non-GAAP~~the ~~information~~Merger, ~~provides~~NetScreen ~~investors~~acquired ~~with~~all ~~information~~the ~~that~~assets ~~highlights~~of ~~the~~Neoteris, ~~underlying~~including ~~performance~~Neoteris’ ofSSL Remote ~~our~~Access ~~business.~~products Inand ~~addition~~services product line, ~~because~~all weplant, ~~have~~equipment ~~historically~~or ~~reported certain~~other ~~non-GAAP~~physical ~~results~~property that Neoteris used in its business and assumed all the liabilities of Neoteris. NetScreen intends to ~~investors~~use the plant, weequipment ~~believe~~and ~~the~~other ~~inclusion~~physical property of ~~non~~Neoteris consistent with its long-~~GAAP~~term ~~numbers~~business ~~provides~~objectives. ~~consistency~~The inagreement ~~our~~and ~~financial~~plan ~~reporting~~of merger is attached as Exhibit 2.1 to this report.

~~However,~~On ~~these~~November ~~non-GAAP~~12, ~~measures~~2003, ~~should~~the beCalifornia ~~considered~~Department ~~supplemental~~of ~~to,~~Corporations ~~and~~issued ~~not~~ a ~~substitute~~permit ~~for~~qualifying orthe ~~superior~~issuance ~~to,~~of ~~net~~NetScreen ~~income,~~common ~~operating~~stock ~~expense,~~issued ~~gross~~in ~~margin, operating~~connection ~~profit~~with ~~margin,~~the ~~earnings~~Merger. ~~per~~A ~~share,~~registration ~~effective~~statement ~~tax~~on ~~rate~~Form orS-8 ~~other measures of financial performance prepared in accordance with GAAP~~(No. ~~The non~~333-~~GAAP~~110709) ~~measures~~has ~~included in our press release have~~ been ~~reconciled~~filed toregistering the ~~comparable~~1,229,834 ~~GAAP~~shares ~~measure~~of inNetScreen ~~the~~common ~~press release~~stock ~~filed~~issuable asupon anthe ~~exhibit~~exercise toof ~~this~~assumed ~~report~~Neoteris options.

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.

(c)

Exhibits.

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 ~~hereunto~~ thereunto duly authorized.

	NETSCREEN TECHNOLOGIES, INC.		~~NETSCREEN TECHNOLOGIES, INC.~~
Date: October 29, 2003			By:	/s/ Robert D. Thomas
Date: November 26, 2003	By:	/s/ Robert D. Thomas
			Robert D. Thomas President, Chief Executive Officer
	Robert D. Thomas
	President, Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger dated October 3, 2003 by and among the Registrant, Neon Acquisition Corp. and Neoteris, Inc.*
99.01		Press release dated October 29, 2003*
99.1		Press Release issued on November 17, 2003 regarding completion of the Neoteris acquisition.

* ~~This~~Certain ~~exhibit~~schedules ishave ~~intended~~been toomitted. beThe ~~furnished~~Registrant ~~and~~agrees ~~shall~~to ~~not~~furnish besupplementally ~~deemed~~a ~~“filed”~~copy ~~for purposes~~ of ~~the~~any ~~Securities~~omitted ~~Exchange~~schedule ~~Act~~to ofthe ~~1934,~~Commission asupon ~~amended~~request.

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