SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
March 31, 2008
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Procera
Networks, Inc.
(Exact
name of Registrant as specified in its charter)
______________
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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100
Cooper Court, Los Gatos, CA
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95032
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(Address
of principal executive offices)
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(Zip
Code)
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(408)
354-7200
(Registrant’s
telephone number, including area code)
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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 March
31, 2008, Procera Networks, Inc., a Nevada corporation, held a conference call
regarding its financial results for its fourth quarter and year ended December
31, 2007. A copy of the transcript of the conference call is being
furnished as Exhibit 99.1 to this Report and is incorporated herein by
reference.
This
Report, including the exhibits attached hereto, is being furnished and shall not
be deemed to be filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be incorporated by reference into any
of the Company’s filings under the Securities Act of 1933, as amended, or the
Exchange Act, unless expressly set forth as being incorporated by reference into
such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Transcript
of Conference Call held on March 31,
2008
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SIGNATURES
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.
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Procera
Networks, Inc.
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By:
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/s/
Thomas H. Williams
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Name:
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Thomas
H. Williams
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Title:
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Chief
Financial Officer
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Dated: April
3, 2008
EXHIBIT
INDEX
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Exhibit No.
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Description
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Transcript
of Conference Call held on March 31,
2008
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