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): August 22, 2006 (December 30, 2005)

 

OPNET Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware   000-30931   52-1483235

(State or Other Jurisdiction

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 1.01. Entry into a Material Definitive Agreement.

On December 30, 2005, the board of directors of the Registrant amended the Registrant’s 2000 Employee Stock Purchase Plan to change the dates on which plan periods shall commence from January 1st and July 1st of each year to February 1st and August 1st of each year. The full text of the amended plan is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

 

  (c) Exhibits

See Exhibit Index attached hereto.

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: August 21, 2006   By:  

/s/ Mel F. Wesley

    Mel F. Wesley,
    Vice President and Chief Financial Officer

EXHIBIT INDEX

 

Exhibit No.

   

Description

99.1    2000 Employee Stock Purchase Plan, as amended.