Procera Networks Inc - Amended Current report filing (8-K/A)
September 17 2008 - 5:08PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported):
August 22, 2008
______________
Procera
Networks, Inc.
(Exact
name of Registrant as specified in its charter)
______________
Nevada
|
|
000-49862
|
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33-0974674
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(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(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)
______________
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:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note:
This
Amended Current Report on Form 8-K/A amends and supplements Item 1.01 and Item
9.01 of the Current Report on Form 8-K filed by Procera Networks, Inc., a Nevada
Corporation (the “Company”), on August 29, 2008 (the “Original
Report”) regarding its entry into agreements for the sale
of shares of its restricted common stock, for gross proceeds to the Company of
approximately $5.9 million (the “Private Placement”). Item 3.02 and
Item 8.01 of the Original report are not amended, except the reference under
Item 3.02 in the Original Report to the disclosures under Item 1.01 shall refer
to the amended Item 1.01 contained herein.
Item
1.01. Entry into a Material Definitive Agreement.
On
September 16, 2008, following receipt of approval from the American Stock
Exchange, the Company completed the Private Placement, selling an aggregate of
5,257,351 shares of its common stock for gross proceeds of $5,842,916 after fees
payable to the placement agents and other transaction expenses payable by the
Company in the Private Placement. The Company agreed to pay certain
placement agents a fee of $18,900. Of the 5,257,351
shares, 4,192,651 were sold at $1.10 per share, 854,700 were sold at $1.17 per
share and 210,000 of were sold at $1.19 per share, pursuant to subscription
agreements entered into August 22, 2008 with each investor in the Private
Placement, the form of which (the “Subscription Agreement”) was attached as an
exhibit to the Original Report.
Mr.
Thomas Saponas, a director of the Company, invested $1 million through the
Private Placement, purchasing 854,700 shares of restricted common
stock at a price of $1.17 per share, pursuant to a
Subscription Agreement, as amended September 12, 2008. The
amendment to Mr. Saponas’ Subscription Agreement is attached as Exhibit 10.2 to
this Amended Current Report on form 8-K/A.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1*
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Form
of Subscription Agreement
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10.2
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Amendment
No. 1 to Subscription Agreement., dated September 12,
2008
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99.1
*
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Press
Release issued by Procera Networks, Inc. on August 25,
2008
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*
Previously filed.
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/
Paul Eovino
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Name:
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Paul
Eovino
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Title:
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Chief
Accounting Officer
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Dated: September
17, 2008
EXHIBIT
INDEX
10.1*
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Form
of Subscription Agreement
|
|
Amendment
No. 1 to Subscription Agreement., dated September 12,
2008
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99.1
*
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Press
Release issued by Procera Networks, Inc. on August 25,
2008
|
*
Previously filed.
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