Form 8-K

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): October 5, 2004

 

OPNET Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   000-30931   52-1483235

(State or Other Juris-

diction of Incorporation

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

7255 Woodmont Avenue, Bethesda, Maryland   20814
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (240) 497-3000

 

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

 

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)

 

¨    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 2.02. Results of Operations and Financial Condition

 

On October 5, 2004, OPNET Technologies, Inc. (the “Company”) announced preliminary financial results for the quarter ended September 30, 2004. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Form 8-K (including Exhibit 99.1), other than Item 8.01 “Other Events” below, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 8.01. Other Events

 

On October 5, 2004, the Company also announced that it has received notice of a lawsuit filed by Compuware Corporation on September 27, 2004, alleging patent infringement. Based on a preliminary review, the Company believes it has substantial defenses to the allegations, and the Company intends to vigorously defend against the litigation.

 

Item 9.01. Financial Statements and Exhibits

 

(c)    Exhibits

 

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

 

99.1 Press Release issued by the Company on October 5, 2004.

 

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 duly authorized.

 

   

OPNET TECHNOLOGIES, INC.

Date: October 5, 2004   By:   /S/ JOSEPH W. KUHN
           

Joseph W. Kuhn

Vice President of Finance and

Chief Financial Officer

 

EXHIBIT INDEX

 

Exhibit No.
   

Description

99.1    Press release issued by the Company on October 5, 2004