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): April 25, 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 2.02. Results of Operations and Financial Condition

 

On April 25, 2005, OPNET Technologies, Inc. announced that based on preliminary estimates it expects quarterly revenues for the fourth fiscal quarter, ended March 31, 2005, to be in the range of $17.0 to $17.2 million, compared to its previously issued guidance of $16.2 to $17.0 million, and it expects earnings per share for the fourth quarter of fiscal 2005 to be between negative $0.04 and negative $0.02 on a diluted basis, compared to previous guidance of breakeven to positive $0.03. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K and the Exhibit attached hereto 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 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: April 25, 2005

  

By:

  

/s/ Mel Wesley

       

Mel Wesley

       

Chief Financial Officer (Acting)

 

 

EXHIBIT INDEX

 

Exhibit No.
   

Description

99.1    Press Release issued by OPNET Technologies, Inc. on April 25, 2005