UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Name of Issuer)
|
Common stock, $0.001 par value per share
|
(Title of Class of Securities)
(CUSIP Number)
|
Brett A. Nissenberg
Senior Vice President, General Counsel
Riverbed Technology,
Inc.
199 Fremont Street
San Francisco, CA 94105
(415) 247-8800
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
Copies to:
Keith A. Flaum, Esq.
James R. Griffin,
Esq.
Weil, Gotshal & Manges LLP
201 Redwood Shores Parkway
Redwood Shores,
California 94065
(650) 802-3090
October 28, 2012
|
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
(b) for other parties to whom copies are to be sent.
*
|
|
The remainder of this cover page shall be filled out for a reporting companys initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
The information
required on 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).
|
|
|
|
|
|
|
1.
|
|
Name of Reporting Person
Riverbed Technology, Inc.
|
2.
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See
Instructions)
OO (See
Item 3
)
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Item 2(d) or Item 2(e)
¨
N/A
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
7,485,772
(1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
7,485,772
(1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
7,485,772
(1)
|
12.
|
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented
by Amount in Row (11)
32.8
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Beneficial ownership of the above referenced securities is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of
such securities as a result of Tender and Support Agreements (as defined in
Item 4
below) entered into with beneficial owners of such securities as described herein. Neither the filing of this statement on Schedule 13D nor any of its
contents shall be deemed to constitute an admission by either of the reporting persons that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
|
2
|
|
|
|
|
|
|
1.
|
|
Name of Reporting Person
Octagon Acquisition Corp.
|
2.
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See
Instructions)
OO (See
Item 3
)
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to
Item 2(d)
or
Item 2(e)
¨
N/A
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
7,485,772
(1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
7,485,772
(1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
7,485,772
(1)
|
12.
|
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
¨
|
13.
|
|
Percent of Class Represented
by Amount in Row (11)
32.8
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Beneficial ownership of the above referenced securities is being reported hereunder solely because the reporting person may be deemed to have beneficial ownership of
such securities as a result of Tender and Support Agreements (as defined in
Item 4
below) entered into with beneficial owners of such securities as described herein. Neither the filing of this statement on Schedule 13D nor any of its
contents shall be deemed to constitute an admission by either of the reporting persons that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
|
3
Item 1.
Security and Issuer
The class of equity securities to which this statement relates is common stock with a par value of $0.001 per share of OPNET Technologies, Inc., a Delaware corporation (
OPNET
). The
principal executive offices of OPNET are located at 7255 Woodmont Avenue, Bethesda, Maryland 20814.
Item 2. Identity and
Background
(a) The names of the persons filing this statement are Riverbed Technology, Inc., a Delaware corporation
(
Riverbed
), and Octagon Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Riverbed (
Acquisition Sub
), and together with Riverbed, the
Reporting Persons
).
(b) The business address of each of the Reporting Persons is located at 199 Fremont Street, San Francisco, CA 94105.
(c) Riverbed is an information technology infrastructure company with a family of wide area network optimization solutions that accelerate application
performance, enable consolidation, and provide enterprise-wide network and application visibility. Acquisition Sub was formed by Riverbed to acquire all of the outstanding shares of OPNET Common Stock (as defined in
Item 4
below) and
therefore has not conducted any business to date.
(d) Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any
person identified on
Schedule A
attached hereto during the last five years has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified on
Schedule A
attached hereto during the last five years was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws, except as described below.
(f) With the exception of Michael
Boustridge, who is a citizen of New Zealand, all of the directors and executive officers of the Reporting Persons named on
Schedule A
attached hereto are citizens of the United States.
Set forth on
Schedule A
attached hereto is the name and present principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of the Reporting Persons as of the date hereof.
Item 3. Source and Amount of Funds or Other Consideration
The Tender and Support
Agreements (as defined in
Item 4
below) were entered into among Riverbed, Acquisition Sub and OPNETs founders, Marc A. Cohen and Alain J. Cohen (collectively, the
Tendering Stockholders
). The Tendering
Stockholders entered into the Tender and Support Agreements as an inducement to Riverbed and Acquisition Sub to enter into the Merger Agreement (as defined in
Item 4
below). Neither Riverbed nor Acquisition Sub paid additional
consideration to the Tendering Stockholders in connection with the execution and delivery of the Tender and Support Agreements and thus no funds were used for such purpose.
In connection with the Offer (as defined in
Item 4
below), Acquisition Sub estimates that it will need approximately $865,000,000 to purchase all of the shares of OPNET Common Stock (as
defined in
Item 4
below) pursuant to the Offer (assuming that all such shares of OPNET Common Stock are validly tendered and not withdrawn). Riverbed and Acquisition Sub expect to fund these payments through: (i) bridge facility
loan commitments from Morgan Stanley Senior Funding, Inc. (
Morgan Stanley
) and Goldman Sachs Bank USA (
Goldman Sachs
and, together with Morgan Stanley, the
Commitment Parties
) in an aggregate
principal amount of up to $500,000,000; and (ii) cash on hand.
A commitment letter (the
Commitment Letter
)
from the Commitment Parties, dated October 28, 2012, sets forth the terms pursuant to which the Commitment Parties have committed to provide bridge financing to Riverbed. There are various conditions to the obligation of the Commitment Parties
to provide the bridge financing, including, among others: (i) consummation of the Offer (as defined in
Item 4
) substantially concurrently to the funding of the bridge financing; (ii) all fees and expenses required to be paid
pursuant to the Commitment Letter having been paid; (iii) the execution and delivery of all documentation relevant to the bridge financing by Riverbed and Acquisition Sub; (iv) since June 30, 2012, no Company Material Adverse Effect
(as defined in the Merger Agreement) having occurred; (v) the accuracy of certain of Riverbeds and OPNETs representations in the Merger Agreement; and (vi) the accuracy of certain of Riverbeds and Acquisition Subs
representations and warranties in the Commitment Letter. The foregoing description of the Commitment Letter is qualified in its entirety by reference to the full text of the Commitment Letter, which is included as Exhibit 7.1 to this 13D and which
is incorporated by reference herein.
Item 4: Purpose of Transaction
(a)(b) On October 28, 2012, Riverbed entered into an Agreement and Plan of Merger (the
Merger Agreement
), by and among OPNET, Octagon Acquisition Corp. and Riverbed,
pursuant to which Acquisition Sub will, on the terms and subject to the conditions thereof, commence an exchange offer (the
Offer
) to acquire all of the outstanding shares of common stock, par value $0.001, of OPNET
(
OPNET Common Stock
) in exchange for consideration, per share of OPNET Common Stock, comprised of: (i) $36.55, net to the seller in cash; and (ii) 0.2774 of a share of Riverbed common stock, par value $0.0001 (together,
the
Offer Price
), without interest. Following consummation of the Offer, on the terms and subject to the conditions set forth in the Merger Agreement, Acquisition Sub will merge with and into OPNET with OPNET surviving as a
wholly-owned subsidiary of Riverbed (the
Merger
). Upon the Merger being effective, shares of OPNET Common Stock not tendered and accepted pursuant to the Offer (other than shares of OPNET Common Stock owned directly or indirectly
by OPNET, Riverbed or Acquisition Sub, or any of their respective subsidiaries, or shares of OPNET Common Stock as to which appraisal rights have been perfected in accordance with applicable law), will be cancelled and converted into the right to
receive the Offer Price.
Consummation of the Offer is subject to various conditions set forth in the Merger Agreement, including, but not
limited to: (i) the valid tender (excluding shares of OPNET Common Stock tendered pursuant to guaranteed delivery procedures that are not yet delivered in settlement or satisfaction of such guarantee), without proper withdrawal, of a number of
shares of OPNET Common Stock that, together with any shares of OPNET Common Stock owned by Riverbed or Acquisition Sub, represents at least a majority of the outstanding shares of OPNET Common Stock, on a fully-diluted basis (as though all rights
and convertible securities convertible into or exercisable or exchanged for shares of OPNET Common Stock had been so converted, exercised or exchanged); (ii) the expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the registration statement for Riverbeds common stock issuable in connection with the Offer and the Merger being declared effective by the Securities and Exchange
Commission and not subject to any stop order threatened or initiated against Riverbed with respect to the Offer; (iv) there not having occurred since October 28, 2012 a Company Material Adverse Event (as defined in the Merger Agreement)
and no event shall have occurred or circumstances shall exist that, in combination with any other events or circumstances would reasonably be expected to have or result in a Company Material Adverse Event; (v) the Marketing Period (as defined
in the Merger Agreement) shall have been completed; and (vi) Acquisition Sub or Riverbed receiving the proceeds of the financing to effect the Offer and the Merger. Subject to the terms of the Merger Agreement, Acquisition Sub or Riverbed
reserve the absolute right in its sole discretion to waive any of the specified conditions of the Offer in the case of any shares of OPNET Common Stock tendered other than the condition set forth in clause (i) above;
provided that
Acquisition Sub is required to waive the condition in clause (vi) above, if, on the sixth business day prior to the Expiration Date (as defined in the Merger Agreement), Riverbed reasonably believes that it will obtain the financing
on the Expiration Date.
As an inducement to Riverbed and Acquisition Sub to enter into the Merger Agreement, the Tendering Stockholders each
entered into a Tender and Support Agreement (collectively, the
Tender and Support Agreements
), pursuant to which the Tendering Stockholders have agreed to tender in the Offer all issued and outstanding shares of OPNET Common Stock
now owned or hereafter acquired by them and, if necessary, to vote any such shares of OPNET Common Stock in favor of the transactions contemplated by the Merger Agreement. As of October 28, 2012, the Tendering Stockholders beneficially owned an
aggregate of 7,485,772 shares of OPNET Common Stock (which number includes the options to purchase an aggregate of 48,000 shares of OPNET Common Stock which are exercisable within 60 days after October 28, 2012, leaving an aggregate of
7,437,772 shares that are actually issued and outstanding as of October 28, 2012).
The foregoing descriptions of the Merger Agreement
and the Tender and Support Agreements in this Schedule 13D are qualified in their entirety by reference to the full text of such agreements included as Exhibits 7.2 and 7.3, respectively, which are incorporated by reference herein.
(c) Not applicable.
(d) The Merger Agreement
requires that the board of directors of OPNET unanimously vote to: (i) determine that the Merger Agreement and the transactions contemplated therein, including the Offer and the Merger, are fair to and in the best interests of the
Companys stockholders; (ii) approve and adopt the Merger Agreement and approve the transactions contemplated therein, including the Offer and the Merger, in accordance with the requirements of the General Corporation Law of the State of
Delaware (the
DGCL
); (iii) declare the advisability of the Merger Agreement; (iv) resolve to recommend that the stockholders of the Company accept the Offer and tender their shares of OPNET Common Stock to Acquisition
Sub pursuant to the Offer and, to the extent required
to consummate the Merger, approve the Merger; (v) to the extent necessary, adopt a resolution having the effect of causing the Company not to be subject to any fair price,
moratorium, control share acquisition, interested stockholder, business combination or similar restriction set forth in any state takeover law or other Legal Requirement that might otherwise apply to
the Tender and Support Agreements, the Offer, the Merger or any of the other transactions contemplated in the Merger Agreement; and (vi) direct that the approval of this Agreement be submitted to the stockholders of OPNET, as promptly as
practicable after the Acceptance Time, if required to consummate the Merger under the DGCL.
If Acquisition Sub accepts shares of OPNET Common
Stock for payment pursuant to the Offer, under the Merger Agreement, Riverbed will become entitled to designate to serve on OPNETs board of directors, the number of directors, rounded up to the next whole number, determined by multiplying:
(i) the total number of directors on OPNETs board of directors; by (ii) a fraction having a numerator equal to the aggregate number of shares of OPNET common stock then beneficially owned by Riverbed or Acquisition Sub (including all
shares of OPNET common stock accepted for payment pursuant to the Offer), and having a denominator equal to the total number of shares of OPNET common stock then issued and outstanding,
provided
,
however
, that in no event shall
Riverbeds director designees constitute less than a majority of the entire board of directors of OPNET. OPNET shall take all action necessary to cause Riverbeds designees to be elected or appointed to OPNETs board of directors,
including seeking and accepting resignations of incumbent directors and, if such resignations are not obtained, increasing the size of OPNETs board of directors.
OPNET shall further use reasonable efforts to ensure that, at all times prior to the close of the Offer, at least two of the members of OPNETs board of directors are individuals who were directors
of OPNET on the date of the Merger Agreement (
Continuing Directors
);
provided
,
however
, that: (x) if at any time prior to the Merger becoming effective there shall be only one Continuing Director serving as a
director of OPNET for any reason, then OPNETs board of directors shall cause an individual selected by the remaining Continuing Director to be appointed to serve on OPNETs board of directors; and (y) if at any time prior to the
Merger becoming effective no Continuing Directors remain on OPNETs board of directors, then OPNETs board of directors shall appoint two individuals who are not officers, employees or Affiliates of OPNET, Riverbed or Acquisition Sub to
serve on OPNETs board of directors.
(e) Under the terms of the Merger Agreement, OPNET may not: (i) declare, accrue, set aside or
pay any dividend or make any other distribution in respect of any shares of capital stock, or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities; or (ii) sell, issue, grant or authorize the issuance or
grant of: (A) any shares of capital stock or other security; (B) any option, call, warrant or right to acquire any shares of capital stock or other security; or (C) any instrument convertible into or exchangeable for any shares of
capital stock or other security, in each case except under limited circumstances as set forth in the Merger Agreement.
(f) If the
transactions contemplated by the Merger Agreement are consummated, the surviving corporation in the Merger will become a wholly-owned subsidiary of Riverbed.
(g) The Merger Agreement contains provisions that limit the ability of OPNET and specified representatives of OPNET to engage in a transaction that would entail a change of control of OPNET (other than
the transactions contemplated by the Merger Agreement) during the pendency of the transactions contemplated by the Merger Agreement.
(h)
Pursuant to the Merger Agreement, OPNET will apply for delisting of its common stock from The Nasdaq Stock Market promptly after the consummation of the Merger.
(i) Upon consummation of the transactions contemplated by the Merger Agreement, the shares of OPNET Common Stock may become eligible for termination of registration pursuant to Section 12(g)(4) of
the Act.
(j) Other than as described above, Riverbed currently has no plan or proposal which relates to, or may result in, any of the matters
described in
Item 4(a) (i)
of this Schedule 13D (although Riverbed reserves the right to develop such plans).
Item 5. Interest in Securities of the Issuer
(a)-(b) As described in
Item 4(a)-(b)
of this Schedule 13D, as a result of the Tender and Support Agreements, Riverbed and Acquisition Sub share the power to vote or to direct the
vote of the securities subject to the Tender and Support Agreements with respect to certain matters as set forth in such Tender and Support Agreements. In addition, as a result of the Tender and Support Agreements, Riverbed and Acquisition Sub share
the power to dispose or to direct the disposition with respect to the securities subject to the Tender and Support Agreements. As of October 28, 2012, the number of issued and outstanding shares of OPNET Common Stock subject to the Tender and
Support Agreements represented in the aggregate approximately 32.8% of the issued and outstanding shares of OPNET Common Stock (based on the total number of issued and outstanding shares of OPNET Common Stock as
represented by OPNET in the Merger Agreement). The Reporting Persons, however, hereby disclaim beneficial ownership of such shares of OPNET Common Stock and this Schedule 13D shall not be
construed as an admission that the Reporting Persons are, for any or all purposes, beneficial owners of the securities covered by this Schedule 13D. Except as set forth in this Schedule 13D, no shares of OPNET Common Stock are beneficially owned by
the Reporting Persons or, to the knowledge of the Reporting Persons, any person listed on
Schedule A
to this Schedule 13D. The description contained in this
Item 5
of the transactions contemplated by the Tender and Support
Agreements is qualified in its entirety by reference to the full text of the Tender and Support Agreements, a form of which is included with this Schedule 13D as Exhibit 7.3 and is incorporated herein by reference.
Schedule B
to this Schedule 13D sets forth, to the knowledge of the Reporting Persons, the following information for those natural persons with
whom the Reporting Persons share the power to vote or to direct the vote or to dispose or to direct the disposition of the securities subject to the Tender and Support Agreements: the name, present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in which such employment is conducted, of such persons. To the knowledge of the Reporting Persons, all of such natural persons listed on
Schedule B
to this Schedule 13D
are citizens of the United States.
Schedule B
to this Schedule 13D also sets forth, to the knowledge of the Reporting Persons, the following information for those entities with whom the Reporting Persons share the power to vote or to direct
the vote or to dispose or to direct the disposition of the securities subject to the Tender and Support Agreements: the name, state or other place of organization, principal business and business address, of such entities.
The Reporting Persons have no knowledge that any person listed on
Schedule B
to this Schedule 13D during the last five years has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
The Reporting Persons have no knowledge that any person listed
on
Schedule B
to this Schedule 13D during the last five years has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(c) Neither Riverbed nor Acquisition Sub nor, to the knowledge of Riverbed and Acquisition Sub, any person identified on
Schedule A
to this Schedule 13D, has effected any transaction in shares
of OPNET Common Stock during the past 60 days, except as disclosed herein.
(d) To the knowledge of Riverbed and Acquisition Sub, no
other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities subject to the Tender and Support Agreements.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Other than as described in
Item 4
and
Item 5
above, neither
of the Reporting Persons is a party to any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of OPNET, including but not limited to transfer or voting of any of the securities, finders
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
|
|
|
Exhibit No.
|
|
Description
|
|
|
7.1
|
|
Commitment Letter, dated as of October 28, 2012, by and among Riverbed Technology, Inc., Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA.
|
|
|
7.2
|
|
Agreement and Plan of Merger, dated as of October 28, 2012, by and among Riverbed Technology, Inc., Octagon Acquisition Corp. and OPNET Technologies, Inc. (incorporated herein by
reference to Exhibit 99.1 to Riverbed Technology, Inc.s Registration Statement on the 8-K filed on October 29, 2012).
|
|
|
7.3
|
|
Form of Tender and Support Agreement, (incorporated by reference to Exhibit 99.1 of Riverbed Technology, Inc.s Current Report on Form 8-K filed on October 29,
2012).
|
|
|
7.4
|
|
Joint Filing Agreement, dated as of November 6, 2012, by and between Riverbed Technology, Inc. and Octagon Acquisition Corp.
|
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.
|
|
|
|
|
|
|
|
|
|
|
RIVERBED TECHNOLOGY, INC.
|
|
|
|
Date: November 6, 2012
|
|
|
|
/s/ Jerry M. Kennelly
|
|
|
|
|
Name:
|
|
Jerry M. Kennelly
|
|
|
|
|
Title:
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
OCTAGON ACQUISITION CORP.
|
|
|
|
Date: November 6, 2012
|
|
|
|
/s/ Jerry M. Kennelly
|
|
|
|
|
Name:
|
|
Jerry M. Kennelly
|
|
|
|
|
Title:
|
|
President and Secretary
|
|
|
|
|
|
|
|
Schedule A
Directors and Executive Officers of Riverbed and Octagon Acquisition Corp.
1. Riverbed
The
following table sets forth the names and principal occupations or employment and employment history of the directors and executive officers of Riverbed. The business address and address for each such persons principal occupation or
employment is c/o Riverbed Technology, Inc., 199 Fremont Street, San Francisco, CA 94105.
Directors of Riverbed Technology,
Inc. :
|
|
|
|
|
Name
|
|
Present Principal
Occupation
or
Employment
|
|
Name, Principal Business and Address of
Organization in
which Employed
|
|
|
|
Jerry M. Kennelly
|
|
Chairman, CEO, and President
|
|
c/o Riverbed Technology, Inc.
199 Fremont Street
San Francisco, CA
94105
|
|
|
|
Steve McCanne, Ph.D.
|
|
CTO and Director
|
|
c/o Riverbed Technology, Inc.
199 Fremont Street
San Francisco, CA
94105
|
|
|
|
Michael Boustridge
|
|
Director
|
|
c/o Riverbed Technology, Inc.
199 Fremont Street
San Francisco, CA
94105
|
|
|
|
Mark A. Floyd
|
|
Director
|
|
c/o Riverbed Technology, Inc.
199 Fremont Street
San Francisco, CA
94105
|
|
|
|
Michael R. Kourey
|
|
Director
|
|
c/o Riverbed Technology, Inc.
199 Fremont Street
San Francisco, CA
94105
|
|
|
|
Mark Lewis
|
|
Director
|
|
c/o Riverbed Technology, Inc.
199 Fremont Street
San Francisco, CA
94105
|
|
|
|
Chris Schaepe
|
|
Director
|
|
c/o Riverbed Technology, Inc.
199 Fremont Street
San Francisco, CA
94105
|
|
|
|
James R. Swartz
|
|
Director
|
|
c/o Riverbed Technology, Inc.
199 Fremont Street
San Francisco, CA
94105
|
Executive Officers of Riverbed Technology, Inc. :
|
|
|
Name
|
|
Position
|
|
|
Jerry M. Kennelly
|
|
Chairman, Chief Executive Officer, and President
|
|
|
Steve McCanne, Ph.D.
|
|
Chief Technology Officer and Director
|
|
|
Randy S. Gottfried
|
|
Chief Operating Officer and Chief Financial Officer
|
|
|
Eric Wolford
|
|
Executive Vice President and General Manager, Products Group
|
|
|
David Greene
|
|
Chief Marketing Officer
|
|
|
David M. Peranich
|
|
Senior Vice President of Worldwide Sales
|
2. Octagon Acquisition Corp.
The following table sets forth the names and principal occupations or employment of the directors and executive officers and employment
history of the directors and executive officers of Octagon Acquisition Corp. The business address and address for each such persons principal occupation or employment is c/o Octagon Acquisition Corp., 199 Freemont Street, San Francisco,
CA 94105.
|
|
|
|
|
Name
|
|
Current Principal Occupation or Employment
|
|
Name, Principal Business and Address of
Organization in
which Employed
|
|
|
|
Jerry M. Kennelly
|
|
Chairman, and President, and Secretary
|
|
c/o Riverbed Technology, Inc.
199 Fremont Street
San Francisco, CA 94105
|
|
|
|
Randy S. Gottfried
|
|
Director, Treasurer
|
|
c/o Riverbed Technology, Inc.
199 Fremont Street
San Francisco, CA 94105
|
Schedule B
Natural Persons With Whom Riverbed Shares Voting And Dispositive Power.
|
|
|
|
|
Name
|
|
Present Principal
Occupation or
Employment
|
|
Name, Principal Business and Address of
Organization in which Employed
|
|
|
|
Marc A. Cohen
|
|
Chairman and Chief Executive Officer
|
|
c/o OPNET Technologies, Inc.
7255 Woodmont Avenue
Bethesda, MD
20814
|
|
|
|
Alain J. Cohen
|
|
President and Chief Technology Officer
|
|
c/o OPNET Technologies, Inc.
7255 Woodmont Avenue
Bethesda, MD
20814
|
Entities With Whom Riverbed Shares Voting And Dispositive Power.
|
|
|
|
|
Name and Principal Business
|
|
State or Other Place of
Organization
|
|
Principal Business Address
|
|
|
|
None
|
|
|
|
|
Opiant Pharmaceuticals (NASDAQ:OPNT)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Opiant Pharmaceuticals (NASDAQ:OPNT)
Historical Stock Chart
Von Jul 2023 bis Jul 2024