UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

 

 

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).

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CUSIP No. 683757 10 8		SCHEDULE 13G		Page 2 of 4

 

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).   Alain J. Cohen
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   Not Applicable		(a)  ¨ (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH:		5.    Sole Voting Power   4,765,284 shares
		6.    Shared Voting Power   0 shares
		7.    Sole Dispositive Power   4,765,284 shares
		8.    Shared Dispositive Power   0 shares

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,765,284 shares
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   Not Applicable		¨
11.		Percent of Class Represented by Amount in Row (9)   23.3%
12.		Type of Reporting Person (See Instructions)   IN

 

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CUSIP No. 683757 10 8		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:

4,765,284 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

4,765,284 shares

 

(ii)

Shared power to vote or to direct the vote

0 shares

 

(iii)

Sole power to dispose or to direct the disposition of

4,765,284 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)240.13d3(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.

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CUSIP No. 683757 10 8		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.

 

 

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)