UNITED STATES

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): September 1420, 2004 (September 914, 2004)

NetSolve, Incorporated

(Exact name of registrant as specified in its charter)

Delaware

0-24983

75-2094811-2

(State or other jurisdiction of

incorporation)

(Commission File No.)

(I.R.S. Employer Identification

No.)

9500 Amberglen Boulevard

Austin, Texas 78729

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(512) 340-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On September 914, 2004, ~~Cisco~~two ~~Systems,~~lawsuits ~~Inc.,~~were afiled ~~Delaware~~in ~~corporation (“Cisco”),~~the ~~Reno~~District ~~Acquisition~~Court ~~Corp.,~~of aTravis ~~Delaware corporation (“Merger Sub”)~~County, ~~and~~Texas ~~NetSolve,~~against ~~Incorporated~~the ~~(“NetSolve”),~~Company ~~entered into an Agreement~~ and ~~Plan~~its ofdirectors ~~Merger~~by ~~(the “Agreement”), under which Merger Sub will be~~purported ~~merged~~shareholders ~~with~~of ~~and into NetSolve, with NetSolve continuing after~~ the ~~merger~~Company ason ~~the~~behalf ~~surviving~~of ~~corporation and~~ a ~~wholly~~putative ~~owned~~class ~~subsidiary~~ of ~~Cisco (the “Merger”)~~shareholders. AtThe ~~the~~plaintiffs ~~effective~~claim ~~time~~self ofdealing ~~the Merger, each issued~~ and ~~outstanding~~breaches ~~share~~ of ~~common stock,~~fiduciary ~~par~~duty ~~value~~on ~~$0.01~~the ~~per~~part ~~share,~~ of ~~NetSolve (“NetSolve Common Stock”) will be converted into~~ the ~~right~~directors ~~to receive $11.00~~ in ~~cash.~~connection ~~The~~with ~~Agreement~~the ~~has~~announced ~~been~~agreement ~~approved~~between by the ~~Board~~Company ~~of Directors of NetSolve,~~ and ~~the transactions contemplated~~Cisco ~~thereby~~Systems, ~~are~~Inc. ~~subject~~for to the ~~approval~~acquisition of the ~~stockholders~~Company offor ~~NetSolve,~~a ~~any~~purchase ~~required~~price ~~antitrust~~of ~~clearance~~$11.00 ~~and~~per ~~other~~share ~~customary~~in ~~closing~~cash ~~conditions~~(“Acquisition”). The ~~foregoing~~plaintiffs ~~description~~seek ofinjunctive ~~the~~relief, ~~Merger~~including ~~does~~enjoining ~~not~~the ~~purport~~Company ~~to be complete~~ and ~~is qualified in its entirety by reference to~~ the ~~complete~~directors ~~text~~from ofconsummating the ~~Agreement~~Acquisition, ~~which is filed as Exhibit 2.1 hereto~~ and isattorneys’ ~~incorporated herein by reference~~fees.

~~Since~~The ~~1995,~~Company ~~NetSolve~~believes ~~has~~that ~~purchased~~the plaintiffs’ ~~equipment~~claims ~~maintenance~~are ~~services~~without ~~from~~merit. ~~Cisco~~The ~~for~~Company ~~internal use by NetSolve~~ and ~~for~~the ~~resale~~directors tointend ~~certain of NetSolve’s customers. NetSolve incurred equipment maintenance services costs~~ to ~~Cisco~~vigorously ~~which~~defend ~~represented~~these ~~less~~lawsuits. ~~than~~As ~~16%~~with ~~and~~any ~~12%~~litigation, ~~of NetSolve’s total costs of revenues in fiscal 2004 and~~ the ~~first~~Company ~~quarter~~is ofunable ~~fiscal~~at ~~2005,~~this ~~respectively.~~early ~~NetSolve~~stage ~~also provides its services indirectly~~ to ~~Cisco~~predict ~~through~~the ~~IBM’s~~outcome ~~relationship with NetSolve as a reseller~~ of ~~NetSolve~~the ~~services.~~lawsuits ~~Cisco~~or ~~orders~~the toimpact ~~NetSolve through IBM represented less than 5% and 7%~~ of ~~NetSolve’s~~their pendency ~~total~~on ~~revenues~~the inCompany ~~fiscal 2004~~ and the ~~first quarter~~consummation of ~~fiscal~~the ~~2005, respectively~~Acquisition.

NetSolve’s directors and executive officers, as well as certain other stockholders, have signed an agreement with Cisco to vote their shares in favor of the proposed Merger and against any proposal that would impede or adversely affect the Merger (the “Voting Agreement”). The shares subject to the Voting Agreement represent in the aggregate approximately 17% of NetSolve’s outstanding shares. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Voting Agreement, the form of which is filed as Exhibit B to Exhibit 2.1 hereto and is incorporated herein by reference.

The disclosure under Item 3.03 of this report is also responsive to Item 1.01 hereof and is incorporated herein by reference.

Caution Required by Certain Securities and Exchange Commission Rules

In connection with the proposed Merger, NetSolve will be filing a proxy statement and other relevant documents concerning the transaction with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders can obtain a free copy of the proxy statement (when available) and other documents filed by NetSolve with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at http://www.sec.gov. Free copies of the proxy statement (when available) and other documents filed by NetSolve with the Securities and Exchange Commission may also be obtained from NetSolve by directing a request to Investor Relations, NetSolve, Incorporated, 9500 Amberglen Boulevard, Austin, Texas 78729 (Telephone: (512) 340-3224).

NetSolve and its directors and its executive officers may be deemed, under Securities and Exchange Commission rules, to be soliciting proxies from NetSolve’s stockholders in favor of the proposed Merger. Information regarding the identity of these persons is set forth in a Schedule 14A filed by NetSolve with the Securities and Exchange Commission on June 15, 2004 relating to NetSolve’s 2004 annual meeting of stockholders and a Form 10-K filed by NetSolve with the Securities and Exchange Commission on June 9, 2004, both of which are available free of charge from the Securities and Exchange Commission or from NetSolve, as indicated above. Information regarding the interests of these persons in the solicitation will be more specifically set forth in the proxy statement concerning the proposed Merger that will be filed by NetSolve with the Securities and Exchange

~~Commission,~~SIGNATURE ~~which will be available free of charge from the Securities and Exchange Commission or from NetSolve as indicated above.~~

Item 3.03 Material Modification to Rights of Security Holders.

On September 9, 2004, NetSolve entered into an amendment (the “First Amendment to Rights Agreement”) to its existing Rights Agreement dated as of February 5, 2003 by and among NetSolve and the American Stock Transfer & Trust Co., as Rights Agent (“Rights Agreement”), in order to (i) exclude the Merger and the consummation of the transactions contemplated by the Agreement from those events and definitions that would otherwise trigger the exercisability of Rights (as defined in the Rights Agreement) under the Rights Agreement, and (ii) allow NetSolve’s board of directors to postpone a Distribution Date (as defined in the Rights Agreement) in the event of certain tender or exchange offers. The foregoing description of the First Amendment to Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment to Rights Agreement which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated as of September 9, 2004, by and among Cisco, Inc., Reno Acquisition Corp. and NetSolve, Incorporated, including the form of Voting Agreement attached as Exhibit B thereto
4.1		First Amendment to Rights Agreement dated as of September 9, 2004 by and among NetSolve, Incorporated and the American Stock Transfer & Trust Co.
99.1*		Press Release dated as of September 9, 2004

* Incorporated by reference to NetSolve’s Schedule 14A filed with the Securities and Exchange Commission on September 9, 2004

SIGNATURES

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 duly authorized.

Date: September 1420, 2004

NETSOLVE, INCORPORATED

By: /Ss/ Kenneth C. Kieley

Kenneth C. Kieley

Vice President-Finance,

Chief Financial Officer and Secretary

Exhibit Index

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated as of September 9, 2004, by and among Cisco, Inc., Reno Acquisition Corp. and NetSolve, Incorporated, including the form of Voting Agreement attached as Exhibit B thereto
4.1		First Amendment to Rights Agreement dated as of September 9, 2004 by and among NetSolve, Incorporated and the American Stock Transfer & Trust Co.
99.1*		Press Release dated as of September 9, 2004

* Incorporated by reference to NetSolve’s Schedule 14A filed with the Securities and Exchange Commission on September 9, 2004

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