SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential for Use of the Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14A-6(E)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-12
OPNET TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
OPNET TECHNOLOGIES, INC.
7255 WOODMONT AVENUE
BETHESDA, MARYLAND 20814
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, SEPTEMBER 10, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of OPNET
Technologies, Inc. (the "Company") will be held at the principal executive
offices of the Company, 7255 Woodmont Avenue, Bethesda, Maryland 20814, on
Tuesday, September 10, 2002 at 10:00 a.m., local time, for the purpose of
considering and voting upon the following matters:
1. To elect two Class II directors for a three-year term extending until
the 2005 Annual Meeting of Stockholders;
2. To ratify the appointment by the Board of Directors of Deloitte & Touche
LLP as the Company's independent auditors for the current fiscal year;
and
3. To transact such other business, if any, as may properly come before the
Annual Meeting or any adjournments or postponements thereof.
The Board of Directors has no knowledge of any other business to be
transacted at the Annual Meeting.
Holders of record of the Company's Common Stock at the close of business on
July 31, 2002 are entitled to notice of and to vote at the Annual Meeting and
at any adjournments thereof. A list of the Company's stockholders is open for
examination to any stockholder at the principal executive offices of the
Company, 7255 Woodmont Avenue, Bethesda, Maryland 20814 and will be available
at the Annual Meeting.
A copy of the Company's Annual Report for the year ended March 31, 2002,
which contains financial statements and other information of interest to
stockholders, accompanies this Notice and the enclosed Proxy Statement.
By Order of the Board of Directors,
Marc A. Cohen
Chairman of the Board, Chief
Executive Officer and Secretary
Bethesda, Maryland
July 31, 2002
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE
PROXY IS MAILED IN THE UNITED STATES.
OPNET TECHNOLOGIES, INC. 7255 WOODMONT AVENUE
BETHESDA, MARYLAND 20814
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON TUESDAY,
SEPTEMBER 10, 2002
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of OPNET Technologies, Inc., a Delaware corporation (the
"Company"), of proxies for use at the Annual Meeting of Stockholders to be held
on September 10, 2002 and at any adjournments thereof (the "Annual Meeting").
All executed proxies will be voted in accordance with the stockholders'
instructions, and if no choice is specified, executed proxies will be voted in
favor of the matters set forth in the accompanying Notice of Meeting. Any proxy
may be revoked by a stockholder at any time before its exercise by delivery of
written revocation or a subsequently dated proxy to the Secretary of the
Company or by voting in person at the Annual Meeting. Attendance at the Annual
Meeting will not itself be deemed to revoke a proxy unless the stockholder
gives affirmative notice at the Annual Meeting that the stockholder intends to
revoke the proxy and vote in person.
The Board of Directors has fixed July 31, 2002 as the record date (the
"Record Date") for determining holders of the Company's Common Stock, $.001 par
value per share (the "Common Stock"), who are entitled to vote at the Annual
Meeting. At the close of business on the Record Date, there were outstanding
and entitled to vote an aggregate of 19,251,265 shares of Common Stock. Each
share of Common Stock entitles the record holder thereof to one vote on each of
the matters to be voted on at the Annual Meeting.
The Notice of Meeting, this Proxy Statement, the enclosed Proxy Card and the
Company's Annual Report for the year ended March 31, 2002 are first being sent
or given to stockholders on or about July 31, 2002.
Votes Required
The holders of a majority of the shares of Common Stock issued and
outstanding and entitled to vote at the Annual Meeting will constitute a quorum
for the transaction of business at the Annual Meeting. Shares of Common Stock
present in person or represented by proxy (including shares which abstain or do
not vote with respect to one or more of the matters presented for stockholder
approval) will be counted for purposes of determining whether a quorum exists
at the Annual Meeting.
The affirmative vote of the holders of shares of Common Stock representing a
plurality of the votes cast on the matter is required for the election of the
Class II directors. The affirmative vote of the holders of shares of Common
Stock representing a majority of the votes cast on the matter is required to
ratify the appointment of Deloitte & Touche LLP as the Company's independent
auditors for the current fiscal year.
Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and will also not
be counted as shares voting on such matter. Accordingly, abstentions and
"broker non-votes" will have no effect on the voting on matters (such as the
ratification of the appointment of the auditors) that require the affirmative
vote of a certain percentage of the votes cast or the shares voting on the
matter.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of July 31, 2002 by:
. each person known to the Company to beneficially own more than 5% of the
outstanding shares of Common Stock;
. the directors and the nominees for director of the Company;
. each of the executive officers named in the Summary Compensation Table
set forth under the heading "Compensation of Executive Officers" below;
and
. all executive officers, directors and the nominees for director of the
Company as a group.
Except as set forth herein, the business address of the named beneficial
owner is c/o OPNET Technologies, Inc., 7255 Woodmont Avenue, Bethesda, Maryland
20814 and each person or entity named in the table has sole voting power and
investment power (or shares such power with his spouse) with respect to all
shares of capital stock listed as owned by such person or entity.
Number Of Shares Percent
Beneficial Owner Beneficially Owned (1) Owned
---------------- ---------------------- -------
William Blair & Company, L.L.C.
222 West Adams Street
Chicago, IL 60606 (9)............................................ 1,328,615 6.9%
Capital Research & Management Company and SMALLCAP World Fund, Inc.
333 South Hope Street, 55th Floor
Los Angeles, CA 90071-1447 (2)................................... 1,294,900 6.7%
Marc A. Cohen (3).................................................. 3,109,130 16.1
Alain J. Cohen (4)................................................. 5,111,625 26.5
Joseph W. Kuhn..................................................... -- --
Pradeep K. Singh (5)............................................... 93,125 *
Bruce R. Evans..................................................... -- --
Steven G. Finn (6)................................................. 65,000 *
William F. Stasior (7)............................................. 75,000 *
All executive officers, directors and the nominees for director,
as a group (7 persons) (8)....................................... 8,453,880 43.5
--------
* Less than 1%.
(1) The number of shares beneficially owned by each director, nominee for
director, executive officer and stockholder is determined under rules
promulgated by the Securities and Exchange Commission ("SEC"), and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares
as to which the individual has sole or shared voting power or investment
power and also any shares which the individual has the right to acquire
within 60 days after July 31, 2002 through the exercise of any stock option
or other right. The inclusion herein of such shares, however, does not
constitute an admission that the named stockholder is a direct or indirect
beneficial owner of such shares.
(2) Based solely on information provided by Capital Research and Management
Company ("CRMC") and SMALLCAP World Fund, Inc. ("SCWF") in Schedule 13G
jointly filed with the SEC on February 11, 2002 and by CRMC on Form 13F
filed with the SEC on May 15, 2002. SCWF has sole voting power of 1,045,500
shares of the Company's Common Stock and CRMC has sole power to dispose of
such securities. CRMC serves as investment advisor to SCWF, the owner of
1,045,500 shares of the Company's Common Stock. For the remaining shares,
CRMC has shared-defined investment discretion and no voting authority. CRMC
is deemed to be a beneficial owner of such securities; however, CRMC
expressly disclaims that it is, in fact, the beneficial owner of such
shares.
2
(3) Includes 62,500 shares of Common Stock issuable upon exercise of options
that are currently exercisable or exercisable within 60 days after July 31,
2002.
(4) Includes 37,500 shares of Common Stock issuable upon exercise of options
that are currently exercisable or exercisable within 60 days after July 31,
2002.
(5) Includes 16,515 shares of Common Stock issuable upon exercise of options
that are currently exercisable or exercisable within 60 days after July 31,
2002 and 1,750 shares of Common Stock issuable upon exercise of currently
exercisable options held by Mr. Singh's wife.
(6) Includes 45,000 shares of Common Stock issuable upon exercise of options
that are currently exercisable or exercisable within 60 days after July 31,
2002.
(7) Includes 37,500 shares of Common Stock issuable upon exercise of options
that are currently exercisable or exercisable within 60 days after July 31,
2002.
(8) Includes 200,740 shares of Common Stock issuable upon exercise of options
that are currently exercisable or exercisable within 60 days after July 31,
2002.
(9) Based solely on information provided by William Blair & Company, L.L.C. on
Form 13F filed with the SEC on July 10, 2002, which reports sole power to
vote and dispose of all shares stated in the table above.
PROPOSAL 1--ELECTION OF CLASS II DIRECTORS
The Company has a classified Board of Directors currently consisting of one
Class I director, two Class II directors and two Class III directors. The Class
I, Class II and Class III directors will serve until the annual meeting of
stockholders to be held in 2004, 2002 and 2003, respectively, and until their
respective successors are duly elected and qualified. At each annual meeting of
stockholders, directors are elected for a full term of three years to succeed
those directors whose terms are expiring.
The persons named in the enclosed proxy will vote to elect Alain J. Cohen
and Dr. Steven G. Finn as the Class II directors, unless authority to vote for
Mr. Cohen or Dr. Finn is withheld by marking the proxy to that effect. Each
Class II director will be elected to hold office until the 2005 annual meeting
of stockholders (subject to the election and qualification of his successor and
to his earlier death, resignation or removal).
Mr. Cohen and Dr. Finn have indicated their willingness to serve, if
elected, but if they should be unable to serve, the person acting under the
proxy may vote the proxy for a substitute nominee designated by the Board of
Directors. The Board of Directors has no reason to believe that Mr. Cohen or
Dr. Finn will be unable to serve if elected.
For each member of the Board of Directors whose term of office as a director
continues after the Annual Meeting, including Mr. Cohen and Dr. Finn, there
follows information given by that director concerning his principal occupation
and business experience for at least the past five years, the names of other
publicly held companies of which he serves as a director and his age and length
of service as a director of the Company. There are no family relationships
among any of the directors, nominees for director and executive officers of the
Company, except that Marc A. Cohen and Alain J. Cohen are brothers. Information
with respect to the number of shares of Common Stock beneficially owned by each
director and each nominee for director, directly or indirectly, as of July 31,
2002 appears under the heading "Security Ownership of Certain Beneficial Owners
and Management."
Nominees for Term Expiring in 2005 (Class II Directors)
Alain J. Cohen, one of the Company's founders, is 35 years old and has
served as our president and chief technology officer and as a member of our
board of directors since our inception in 1986. Mr. Cohen received a bachelor's
degree in electrical engineering from the Massachusetts Institute of Technology
("M.I.T.").
Dr. Steven G. Finn is 56 years old and has served as a member of our board
of directors since March 1998. Dr. Finn has been a principal research scientist
and lecturer at M.I.T. since 1991. Dr. Finn has also served as a consultant
with Matrix Partners, a venture capital firm, since 1991.
3
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE DIRECTOR NOMINEES LISTED
ABOVE.
Director Whose Term Expires in 2004 (Class I Director)
Bruce R. Evans is 43 years old and has served as a member of our board of
directors since September 1997. Mr. Evans has been with Summit Partners, a
venture capital firm, since 1986, serving as a general partner since 1991 and a
managing partner since January 2001. Mr. Evans currently serves on the board of
directors of Private Business, Inc., a provider of software and services to
community banks and several private companies.
Directors Whose Terms Expire in 2003 (Class III Directors)
Marc A. Cohen, one of the Company's founders, is 39 years old and has served
as our chairman of the board since our inception in 1986 and as our chief
executive officer since 1994. From 1986 to 1992, Mr. Cohen was also a
consultant with Booz Allen Hamilton Inc., an international management and
consulting company. Mr. Cohen received a bachelor's degree in engineering
science from Harvard University and a master's degree in electrical engineering
from Stanford University.
William F. Stasior is 61 years old and has served as a member of our board
of directors since March 1998. Since October 1999, he has served as senior
chairman of Booz Allen Hamilton Inc. From 1991 to 1999, he served as chairman
and chief executive officer of Booz Allen Hamilton Inc. Mr. Stasior currently
serves on the boards of directors of Rare Medium Group, Inc., an internet
services company, and Emerging Vision, Inc., a retailer.
Board and Committee Meetings
The Board of Directors met five times (including by teleconference) during
fiscal 2002. Each director attended all of the meetings of the Board of
Directors and of the committees on which he then served.
The Board of Directors has a Compensation Committee, currently composed of
Mr. Evans and Mr. Stasior, which reviews executive salaries, administers the
Company's bonus, incentive compensation and stock plans and approves the
salaries and other benefits of the Company's executive officers. In addition,
the Compensation Committee consults with the Company's management regarding the
Company's pension and other benefit plans and compensation policies and
practices. The Compensation Committee met twice during fiscal 2002.
The Board of Directors also has an Audit Committee, currently composed of
Mr. Evans, Dr. Finn and Mr. Stasior. The Audit Committee acts under a written
charter first adopted and approved in July 2000. A copy of this charter was
filed as Appendix A to the proxy statement filed July 26, 2001. The members of
the Audit Committee are independent directors, as defined by its charter and
the rules of the National Association of Securities Dealers. The Audit
Committee met four times during fiscal 2002. The functions of the Audit
Committee include:
. recommending to the Board of Directors the appointment of the Company's
independent auditors;
. reviewing the independence of the independent auditors;
. reviewing the annual audit plan of the independent auditors, the results
of the independent audit, and the report and recommendations of the
independent auditors;
. evaluating the adequacy of the Company's internal financial and
accounting processes and controls; and
. reviewing with management and the independent auditors the annual and
interim financial statements of the Company.
4
Stockholders wishing to propose director candidates for consideration by the
Company may do so by writing to the Secretary of the Company and providing the
information specified in the Company's Bylaws, including the candidate's name,
address and principal occupation. The Company's Bylaws set forth further
requirements for stockholders wishing to nominate director candidates for
consideration by stockholders including, among other things, that a stockholder
must give written notice of an intent to make such a nomination complying with
the Bylaws of the Company to the Secretary of the Company received not less
than 60 days nor more than 90 days prior to the first anniversary of the 2002
Annual Meeting; provided that, in the event that the date of the 2003 Annual
Meeting is advanced by more than 20 days, or delayed by more than 60 days, from
the first anniversary of the 2002 Annual Meeting, notice by the stockholder
must be received not earlier than the 90/th/ day prior to the 2003 Annual
Meeting and not later than the close of business on the later of (i) the 60/th/
day prior to the 2003 Annual Meeting and (ii) the 10/th/ day following the date
on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever occurs first.
Compensation of Directors
Directors are reimbursed for reasonable out-of-pocket expenses incurred in
attending meetings of the Board of Directors. No director who is an employee of
the Company receives separate compensation for services rendered as a director.
The Company's non-employee directors, other than Mr. Evans, receive
automatic annual grants of stock options pursuant to the Company's 2000
Director Stock Option Plan. Stock options will be granted to each non-employee
director as follows:
. each person who first becomes a non-employee director after August 7,
2000, other than pursuant to election at an annual meeting of
stockholders, will be granted an option on the date of his or her
election to the Board of Directors to purchase a number of shares of
Common Stock calculated by multiplying 1,250 by the number of full
calendar months remaining from the date of his or her initial election to
the Board of Directors until the first anniversary of the prior year's
annual meeting of stockholders; and
. each non-employee director will be granted an option to purchase 15,000
shares of Common Stock on the date of each annual meeting of stockholders
commencing with the 2001 Annual Meeting of Stockholders, provided that he
or she is serving as a director immediately following such annual meeting
of stockholders.
These options will have an exercise price equal to the closing price of the
Common Stock on the Nasdaq National Market on the date of grant. These options
will also be exercisable in full on the first anniversary of the date of grant
and will terminate on the earliest to occur of (i) the tenth anniversary of the
date of grant or (ii) the first anniversary of the date on which the recipient
ceases to serve as a director.
5
Compensation of Executive Officers
The table below sets forth, for the years ended March 31, 2000, 2001 and
2002, the total compensation earned by the Company's Chief Executive Officer
and its other executive officers who were most highly compensated during fiscal
2002 (the "Named Executive Officers"). In accordance with the rules of the
Securities and Exchange Commission (the "SEC"), the compensation set forth in
the table below does not include medical, group life or other benefits which
are available to all of the Company's salaried employees, and perquisites and
other benefits, securities or property which do not exceed the lesser of
$50,000 or 10% of the person's salary and bonus shown in the table.
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
------------------- ------------
Shares
Fiscal Underlying All Other
Name And Principal Position Year Salary Bonus Options Compensation (1)
--------------------------- ------ -------- -------- ------------ ----------------
Marc A. Cohen............................. 2000 $120,000 $ 70,000 -- $3,000
Chairman of the Board and 2001 186,667 150,000 75,000 3,000
Chief Executive Officer 2002 200,000 -- 100,000 3,000
Alain J. Cohen............................ 2000 120,000 70,000 -- 3,000
President and Chief Technology Officer 2001 186,667 150,000 75,000 3,000
2002 200,000 -- -- 3,000
Joseph W. Kuhn (2)........................ 2002 41,954 -- 50,000 1,458
Vice President and Chief Financial
Officer
Pradeep K. Singh.......................... 2000 123,333 41,563 -- 3,000
Senior Vice President of Engineering, 2001 137,692 100,000 30,000 3,000
Model Research and Development 2002 146,250 -- 55,000 3,000
--------
(1) Represents amounts contributed by the Company under its 401(k) plan.
(2) Mr. Kuhn commenced his employment on January 7, 2002 at an annual base
salary of $175,000.
Option Grants in Last Fiscal Year
The following table sets forth each grant of stock options during the year
ended March 31, 2002 to the Named Executive Officers. All of these options were
granted with an exercise price equal to or exceeding the fair market value of
the Common Stock on the date of grant.
Individual Grants Potential Realizable
------------------------------------------------ Value at Assumed
Number of Annual Rates of Stock
Shares Percent Of Total Price Appreciation for
Underlying Options Granted Exercise Option Term (1)
Options to Employees Price Per Expiration ----------------------
Name Granted in Fiscal Year Share Date 5% 10%
---- ---------- ---------------- --------- ---------- -------- ----------
Marc A. Cohen....... 100,000(2) 6.21 $10.59 7/24/11 $665,999 $1,687,773
Joseph W. Kuhn...... 50,000(3) 3.12 9.07 2/10/12 285,204 722,762
Pradeep K. Singh.... 45,000(4) 2.80 10.59 7/24/11 299,700 759,498
10,000(5) 0.62 5.31 9/27/11 33,394 84,628
--------
(1) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compound rates of appreciation (5% and 10%) on
the market value of the Common Stock on the date of option grant over the
term of the options. These numbers are calculated based on rules
promulgated by the SEC and do not reflect the Company's estimate of future
stock price growth. Actual gains, if any, on stock option exercises and
Common Stock holdings are dependent on the timing of such exercise and the
future performance of the Common Stock. There can be no assurance that the
rates of appreciation assumed in this table can be achieved or that the
amounts reflected will be received by the option holder.
6
(2) The option vests as to 25,000 shares on each of April 1, 2002, 2003, 2004
and 2005.
(3) The option vests as to 12,500 shares on each of January 7, 2003, 2004, 2005
and 2006.
(4) The option vests as to 25,000 shares on April 1, 2003 and 20,000 shares on
April 1, 2004.
(5) The option vests as to 5,000 shares on each of September 28, 2002 and 2003.
Option Exercises and Fiscal Year-End Option Values
The table below sets forth information concerning options exercised by each
of the Named Executive Officers during the year ended March 31, 2002 and the
number and value of unexercised options held by each of the Named Executive
Officers on March 31, 2002.
Option Exercises and Fiscal Year-End Option Values
Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Fiscal Year End at Fiscal Year End (2)
Acquired Value ------------------------- -------------------------
Name On Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
Marc A. Cohen....... -- -- 18,750 156,250 -- --
Alain J. Cohen...... -- -- 18,750 56,250 -- --
Joseph W. Kuhn...... -- -- -- 50,000 -- $ 23,000
Pradeep K. Singh.... 48,510 $569,824 3,990 152,500 -- 730,100
--------
(1) Represents the difference between the exercise price and the last sales
price of the Common Stock on the date of exercise.
(2) The market value per option share is based upon the last sales price per
share of the Common Stock on March 28, 2002, as reported on the Nasdaq
National Market, less the exercise price.
Agreements with Executives
Marc Cohen and Alain Cohen each entered into a non-compete agreement with
the Company on September 30, 1997. Under the agreements, Marc Cohen and Alain
Cohen each agreed not to compete with the Company during the term of his
employment and, in the event that his employment with the Company is terminated
either at his voluntary election or by the Company for good cause, for a period
of 12 months thereafter. In addition, Marc Cohen and Alain Cohen each agreed
not to solicit the Company's employees or customers on behalf of any competitor
during the same period. Also, Marc Cohen and Alain Cohen each agreed to protect
the Company's confidential information during his employment, except as
appropriate in the performance of his duties, and after the termination of his
employment.
The Company entered into a change-in-control agreement with Mr. Singh, the
Company's Senior Vice President of Engineering, Model Research and Development,
in June 2000. Pursuant to the agreement, if, during the one-year period after a
change in control of the Company, the Company terminates his employment without
cause or if he resigns within 90 days after the Company diminishes his
position, authority, or responsibilities, reduces his annual base salary or
benefits, or relocates him, he will be entitled to:
. a lump sum payment equal to the sum of his highest annual salary and
highest annual bonus received during the five-year period preceding the
change in control; and
. continued employee benefits coverage for 12 months.
7
The change-in-control agreement expires on the first to occur of March 31,
2003, if a change in control has not occurred prior to that date, or the date
12 months after the occurrence of a change in control. In addition, if not
previously terminated, the agreement will be automatically extended for
additional one-year terms unless the Company notifies the executive that the
agreement will not be extended.
The Company has also entered into nondisclosure, non-compete,
nonsolicitation and ownership of inventions agreements with Messrs. Kuhn and
Singh, under which each executive has agreed to protect the Company's
confidential information during and after the termination of his employment,
and not to compete with the Company during the term of his employment and for
12 months after termination of his employment.
Certain Transactions
The Company's Board of Directors has adopted the policy that transactions,
including loans between the Company and its officers, directors, principal
stockholders and their affiliates, will be approved by a majority of the Board
of Directors, including a majority of the independent and disinterested outside
directors on the Board of Directors, and will be on terms no less favorable to
the Company than could be obtained from unaffiliated third parties.
Report of the Compensation Committee on Executive Compensation
This report addresses the compensation policies of the Company applicable to
its executive officers during fiscal 2002. The Company's executive compensation
program is administered by the Compensation Committee of the Board of
Directors, which is composed of two non-employee directors. The Compensation
Committee is responsible for determining the compensation package of each
executive officer, including the Chief Executive Officer.
Executive Compensation Philosophy
The Board of Directors and the Compensation Committee believe that the goals
with respect to executive compensation are to align compensation with business
objectives and performance and to enable the Company to attract, retain and
reward executive officers and other key employees who contribute to the
long-term success of the Company, and to establish an appropriate relationship
between executive compensation and the creation of long-term stockholder value.
To meet these goals, the Compensation Committee has adopted a mix among the
compensation elements of salary, cash bonus and stock options.
The Board of Directors and the Compensation Committee also believe that the
compensation of the Chief Executive Officer and the Company's other executive
officers should be based to a substantial extent on the Company's performance
and adjusted, as appropriate, based on such executive officer's performance
against personal performance objectives. Generally, when establishing salaries,
bonus levels and stock option awards for executive officers, the Compensation
Committee considers: (i) the Company's financial performance during the past
year and recent quarters, (ii) the individual's performance during the past
year and recent quarters and (iii) the salaries of executive officers in
similar positions of companies of comparable size and capitalization and other
companies within the network management software industry.
Compensation Components
Three major components of the Company's executive officer compensation are
(i) base salary, (ii) annual incentive awards in the form of cash bonuses and
(iii) long-term, equity-based incentive awards.
Base Salary. At the beginning of each year, the Compensation Committee
generally meets to set the base salary levels of the Company's executive
officers for the coming year. In April 2001, the Compensation Committee met and
decided not to increase Marc Cohen's base salary of $200,000. Marc Cohen is the
8
Company's Chief Executive Officer. The Compensation Committee did increase the
base salaries of several of the Company's other executive officers. When
reviewing base salaries, the Compensation Committee considered individual and
corporate performance, levels of responsibility, prior experience, breadth of
knowledge and competitive pay practices. The Compensation Committee recognizes
the importance of maintaining compensation practices and levels of compensation
competitive with other software companies in the Company's industry and
anticipates reviewing compensation packages at least annually.
Cash Bonus. The Company's cash bonus program is designed to motivate
executives to work effectively to achieve the Company's financial performance
objectives and to reward them when objectives are met. Under the cash bonus
program, the executive officers receive annual bonuses within the framework of
the bonus plans approved by the Compensation Committee for each executive. The
Compensation Committee is responsible for establishing the compensation
including the salaries and bonuses of each executive officer. In accordance
with the cash bonus program, the Company did not award cash bonuses for fiscal
2002 to any of its executive officers.
Long-Term Incentive Compensation. The Company's Amended and Restated 2000
Stock Incentive Plan has been established to provide all employees of the
Company, including executive officers, with an opportunity to share, along with
stockholders of the Company, in the long-term performance of the Company. The
Compensation Committee strongly believes that a primary goal of the
compensation program is to provide key employees who have significant
responsibility for the management, growth and future success of the Company
with the opportunity to participate in the financial gain from price increases
in the Common Stock. Executives are eligible to receive stock options giving
them the right to purchase shares of Common Stock of the Company in the future
at a price equal to the fair market value at the date of grant. Unless the
Board of Directors, the Compensation Committee or the Chief Executive Officer
provides otherwise, option grants to all executives, including the Chief
Executive Officer, are exercisable as to one-fourth of the underlying shares on
each of the first, second, third and fourth anniversaries of the grant date.
Annual grants to executives other than the Chief Executive Officer are
considered and approved by the Compensation Committee based upon
recommendations made by the Chief Executive Officer at the end of each year
based upon (i) the individual executive's performance during that year and (ii)
market data relating to option grants to individuals occupying similar
positions at comparably situated companies.
During fiscal 2002, the Compensation Committee granted Marc Cohen options to
purchase an aggregate of 100,000 shares of Common Stock. During fiscal 2002,
the Company granted options to purchase an aggregate of 105,000 shares of
Common Stock to the other Named Executive Officers of the Company.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public companies for compensation in excess of $1 million paid to
the corporation's Chief Executive Officer and four other most highly
compensated officers. Qualifying performance-based compensation will not be
subject to the deduction limitation if certain requirements are met. The
Compensation Committee periodically reviews the potential consequences of
Section 162(m) and may structure the performance-based portion of its executive
compensation to comply with certain exemptions in Section 162(m). However, the
Compensation Committee reserves the right to use its judgment to authorize
compensation payments that do not comply with the exemptions in Section 162(m)
when the Compensation Committee believes that such payments are appropriate and
in the best interests of the stockholders, after taking into consideration
changing business conditions or the officer's performance.
By the Compensation Committee of the Board of Directors.
Bruce R. Evans
William F. Stasior
9
Compensation Committee Interlocks and Insider Participation
The current members of the Compensation Committee are Messrs. Evans and
Stasior. No executive officer of the Company has served as a director or member
of the compensation committee (or other committee serving an equivalent
function) of any other entity, one of whose executive officers served as a
director or member of the Compensation Committee of the Company.
Report of the Audit Committee of the Board of Directors
The Audit Committee reviewed the Company's audited financial statements for
the fiscal year ended March 31, 2002 and discussed these financial statements
with the Company's management. The Audit Committee also reviewed and discussed
the audited financial statements and the matters required by Statement on
Auditing Standards 61 (Communication with Audit Committees) with Deloitte &
Touche LLP, the Company's independent auditors.
The Company's independent auditors also provided the Audit Committee with
the written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). The Audit
Committee discussed with the independent auditors the matters disclosed in this
letter and their independence from the Company. The Audit Committee also
considered whether the independent auditors' provision of the other, non-audit
related services to the Company which are referred to under the heading
"Independent Auditor Fees and Other Matters" is compatible with maintaining
such auditors' independence.
Based on its discussions with management and the independent auditors, and
its review of the representations and information provided by management and
the independent auditors, the Audit Committee recommended to the Company's
Board of Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the year ended March 31, 2002.
By the Audit Committee of the Board of Directors.
Bruce R. Evans
Steven G. Finn, PhD
William F. Stasior
10
Comparative Stock Performance
The graph below compares the cumulative total stockholder return on the
Common Stock of the Company from August 2, 2000 (the first trading date
following the Company's initial public offering) to March 31, 2002 with the
cumulative total return of (i) the Nasdaq Stock Market and (ii) the Nasdaq
Computer & Data Processing Index. In March 2002, the JP Morgan H&Q Computer
Software Index ceased to be available and was replaced by the Nasdaq Computer &
Data Processing Index as a line-of-business index. As a result, for comparative
purposes, the Company has also presented in the graph below the cumulative
total return of the JP Morgan H&Q Computer Software Index from August 2, 2000
to March 31, 2001. These graphs assume the investment of $100.00 on August 2,
2000 in the Company's Common Stock, the Nasdaq Stock Market, the JP Morgan H &
Q Computer Software Index and the Nasdaq Computer & Data Processing Index, and
in each case assumes that any dividends are reinvested.
[CHART]
OPNET NASDAQ STOCK NASDAQ COMPUTER & JP MORGAN H&Q
TECHNOLOGIES, INC. MARKET (U.S.) DATA PROCESSING COMPUTER SOFTWARE
8/2/2000 100.00 100.00 100.00 100.00
Sep 30, 2000 205.41 100.29 105.34 126.30
Dec 31, 2000 81.42 67.16 65.03 87.32
Mar 31, 2001 85.14 50.13 47.44 53.10
Jun 30, 2001 96.59 59.08 61.77 -
Sep 30, 2001 31.68 40.99 37.78 -
Dec 31, 2001 77.89 53.29 52.37 -
Mar 31, 2002 51.51 50.49 48.33 -
11
PROPOSAL 2--RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Deloitte & Touche LLP as
the Company's independent auditors for the current fiscal year. Although
stockholder approval of the Board of Directors' appointment of Deloitte &
Touche is not required by law, the Board of Directors believes that it is
advisable to give stockholders an opportunity to ratify this appointment. If
this proposal is not approved at the Annual Meeting, the Board of Directors may
reconsider its appointment of Deloitte & Touche. Deloitte & Touche served as
the Company's independent auditors for the year ended March 31, 2002.
Representatives of Deloitte & Touche are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they desire
to do so and will also be available to respond to appropriate questions from
stockholders.
Independent Auditor Fees and Other Matters
Audit Fees
Deloitte & Touche billed the Company an aggregate of $258,300 in fees for
professional services rendered in connection with the audit of the Company's
financial statements for the most recent fiscal year and the reviews of the
financial statements included in each of the Company's Quarterly Reports on
Form 10-Q during the fiscal year ended March 31, 2002.
Financial Information Systems Design and Implementation Fees
Deloitte & Touche did not render any professional services to the Company
and its affiliates for the fiscal year ended March 31, 2002 in connection with
financial information systems design or implementation, the operation of the
Company's information system or the management of its local area network.
All Other Fees
Deloitte & Touche billed the Company an aggregate of $202,400 in fees for
other services rendered to the Company and its affiliates for the fiscal year
ended March 31, 2002.
Other Matters
The Audit Committee considered whether the services rendered by Deloitte &
Touche during the fiscal year ended March 31, 2002, other than the services
rendered in connection with their audit of the Company's annual financial
statements and review of the quarterly financial statements, are compatible
with maintaining Deloitte & Touche's independence.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF DELOITTE & TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2003.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and holders of more than 10% of the Common Stock ("Reporting
Persons") to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Based solely on its review of copies of reports filed by the Reporting
Persons furnished to the Company, the Company believes that during the year
ended March 31, 2002 the Reporting Persons complied with all Section 16(a)
filing requirements.
12
OTHER MATTERS
The Board of Directors does not know of any other matters that may come
before the Annual Meeting. However, if any other matters are properly presented
to the Annual Meeting, it is the intention of the persons named in the
accompanying proxy to vote, or otherwise act, in accordance with their judgment
on such matters.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and
employees, without additional remuneration, may solicit proxies by telephone,
telegraph and personal interviews, and the Company reserves the right to retain
outside agencies for the purpose of soliciting proxies. Brokers, custodians and
fiduciaries will be requested to forward proxy soliciting material to the
owners of stock held in their names, and, as required by law, the Company will
reimburse them for their out-of-pocket expenses in this regard.
STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
To be considered for inclusion in the proxy statement for the 2003 Annual
Meeting, stockholder proposals must be submitted to the Secretary of the
Company at its principal executive offices at 7255 Woodmont Avenue, Bethesda,
Maryland 20814, no later than the close of business on April 2, 2003.
If a stockholder of the Company wishes to present a proposal directly at the
2003 Annual Meeting, but does not wish to have the proposal considered for
inclusion in the proxy statement, such stockholder must also give written
notice to the Secretary of the Company at the address noted above. The
Secretary must receive such notice not less than 60 days nor more than 90 days
prior to the first anniversary of the 2002 Annual Meeting; provided that, in
the event that the date of the 2003 Annual Meeting is advanced by more than 20
days, or delayed by more than 60 days, from the first anniversary of the 2002
Annual Meeting, notice by the stockholder must be received not earlier than the
90/th/ day prior to the 2003 Annual Meeting and not later than the close of
business on the later of (i) the 60/th/ day prior to the 2003 Annual Meeting
and (ii) the 10/th/ day following the date on which such notice of the date of
the meeting was mailed or such public disclosure was made, whichever occurs
first. If a stockholder fails to provide timely notice of a proposal to be
presented at the 2003 Annual Meeting, the proxies designated by the Board of
Directors of the Company will have discretionary authority to vote on any such
proposal. The Company reserves the right to reject, rule out of order, or take
other appropriate action with respect to any proposal that does not comply with
these and other applicable requirements.
By Order of the Board of Directors,
Marc A. Cohen
Chairman of the Board, Chief
Executive Officer and Secretary
Bethesda, Maryland
July 31, 2002
A COPY OF THE COMPANY'S FORM 10-K REPORT FOR FISCAL YEAR 2002, CONTAINING
INFORMATION ON OPERATIONS, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
IS AVAILABLE UPON REQUEST WITHOUT CHARGE. PLEASE CONTACT:
Investor Relations
OPNET Technologies, Inc.
7255 Woodmont Avenue
Bethesda, Maryland 20814
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. STOCKHOLDERS WHO ATTEND
THE MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN IF THEY HAVE SENT IN THEIR
PROXIES.
13
PROXY
OPNET Technologies, Inc.
Proxy for the Annual Meeting of Stockholders to be held
Tuesday, September 10, 2002
This Proxy is Solicited on Behalf of the Board of Directors of the Company.
The undersigned, having received notice of the meeting and management's proxy
statement therefor, and revoking all prior proxies, hereby appoint (s) Alain J.
Cohen, Marc A. Cohen, Joseph W. Kuhn and Dennis R. McCoy, and each of them, with
full power of substitution, as proxies to represent and to vote, as designated
herein, all shares of stock of OPNET Technologies, Inc. (the "Company") which
the undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of the Company to be at the principal executive office
of the Company, 7255 Woodmont Avenue, Bethesda, Maryland 20814, on Tuesday,
September 10, 2002, at 10:00 a.m., local time, and at any adjournment thereof
(the "Meeting").
In their discretion, the proxies are authorized to vote upon such matters as may
properly come before the Meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is given, this proxy will be
voted FOR all proposals. Attendance of the undersigned at the meeting or at any
adjournment thereof will not be deemed to revoke this proxy unless the
undersigned shall revoke this proxy in writing or shall deliver a subsequently
dated proxy to the Secretary of the Company or shall vote in person at the
meeting.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE SIDE
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X FOLD AND DETACH HERE X
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Stockholders
OPNET Technologies, Inc.
September 10, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Please mark [X] your votes as indicated in this example.
1. To elect the following directors to serve for a term ending upon the 2005
Annual Meeting of Stockholders or until their successors are elected and
qualified.
Nominees: Alain J. Cohen and Dr. Steven G. Finn
FOR all WITHHOLD
nominees AUTHORITY for
all nominees
[ ] [ ]
FOR the nominees, except vote withheld from the following nominee:
------------------------------------------------------------------
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending March 31, 2003
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
Mark here for address change and note below [ ].
Signature(s) __________________________________ Date ________________, 2002
Note: Please sign exactly as your name(s) appears (s) hereon. When shares are
held as joint-tenants, both should sign. When signing as an executor,
administrator, trustee, guardian, attorney-in-fact or other fiduciary, please
give full titles. When signing as a corporation, please sign in full corporate
name by President or other authorized officer. When signing as a partnership,
please sign in partnership name by an authorized person.
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X FOLD AND DETACH HERE X