-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J2joUzElSsLWF4b04SfSqUBnzpNWEazTbRlCLsDAhdE/iz6ytINcQ8KvMnMABZaW im1BaQeRhc4nDL2aJJGzxg== 0001193125-06-030855.txt : 20060214 0001193125-06-030855.hdr.sgml : 20060214 20060214133243 ACCESSION NUMBER: 0001193125-06-030855 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPNET TECHNOLOGIES INC CENTRAL INDEX KEY: 0001108924 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 521483235 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60291 FILM NUMBER: 06611734 BUSINESS ADDRESS: STREET 1: 7255 WOODMONT AVENUE CITY: BETHESDSA STATE: MD ZIP: 20814 BUSINESS PHONE: 2404973000 MAIL ADDRESS: STREET 1: 7255 WOODMONT AVENUE CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COHEN ALAIN J CENTRAL INDEX KEY: 0001132946 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O OPNET TECHNOLOGIES, INC. CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 2404973000 MAIL ADDRESS: STREET 1: 7255 WOODMONT AVE CITY: BETHESDA STATE: MD ZIP: 20814 SC 13G/A 1 dsc13ga.txt 13G/A ============================================================================== ------------------------------- / OMB APPROVAL / ------------------------------- / OMB Number: 3235-0145 / / Expires: October 31, 2002 / / Estimated average burden / / hours per response....14.90 / ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* OPNET Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 683757 108 ------------------------------ (CUSIP Number) August 1, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). --SCHEDULE 13G PAGE 2 OF 4-- ============================================================================== CUSIP NO. 683757 10 8 ------------ - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Alain J. Cohen - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] Not Applicable - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 4,696,253 shares SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 OWNED BY 0 shares ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 4,696,253 shares PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 0 shares - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 4,696,253 shares - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] Not Applicable - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 23.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - ------------------------------------------------------------------------------ --SCHEDULE 13G PAGE 3 OF 4-- =============================================================================== Item 1 (a) Name of Issuer OPNET Technologies, Inc. (b) Address of Issuer's Principal Executive Offices 7255 Woodmont Avenue Bethesda, MD 20814 Item 2 (a) Name of Person Filing Alain J. Cohen (b) Address of Principal Business Office or, if none, Residence c/o OPNET Technologies, Inc. 7255 Woodmont Avenue Bethesda, MD 20814 (c) Citizenship United States (d) Title of Class of Securities Common Stock, $.001 par value per share (e) CUSIP Number 683757 10 8 Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not Applicable (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with (S)240.13d-1(b)(1)(ii)(G); (h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 4,696,253 shares (b) Percent of class: 23.3% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 4,696,253 shares (ii) Shared power to vote or to direct the vote 0 shares (iii) Sole power to dispose or to direct the disposition of 4,696,253 shares (iv) Shared power to dispose or to direct the disposition of 0 shares Instruction. For computations regarding securities which represent a right to acquire an underlying security see (S)240.13d-3(d)(1). Item 5. Ownership of Five Percent or Less of a Class. Not Applicable If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [_] Instruction: Dissolution of a group requires a response to this item. --SCHEDULE 13G PAGE 4 OF 4-- =============================================================================== Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item, and if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of the employee benefit plan, pension fund or endowment fund is not required. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Item 8. Identification and Classification of Members of the Group. Not Applicable If a group has filed this schedule pursuant to (S)240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to (S)240.13d-1(c) or (S)240.13d-1(d), attach an exhibit stating the identity of each member of the group. Item 9. Notice of Dissolution of a Group Not Applicable Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Item 10. Certification Not Applicable (a) The following certification shall be included if the statement is filed pursuant to (S)240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. (b) The following certification shall be included if the statement is filed pursuant to (S)240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 14, 2006 -------------------------------- Date /s/ Alain J. Cohen -------------------------------- Signature Alain J. Cohen ------------------------------- The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S)240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----