- Current report filing (8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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): November 11, 2008

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Procera Networks, Inc.

(Exact name of Registrant as specified in its charter)

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Nevada		000-49862		33-0974674
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Cooper Court, Los Gatos, CA	95032
(Address of principal executive offices)	(Zip Code)

(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:

¨	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 November 11, 2008, Procera Networks, Inc., a Nevada corporation (“Procera”), hosted a conference call to review financial results for the quarter ended September 30, 2008 and to answer questions from call participants. A copy of the transcript from the conference call is furnished as Exhibit 99.1 to this report.

On November 12, 2008, Procera issued a press release announcing financial results for the quarter ended September 30, 2008. A copy of the press release is furnished as Exhibit 99.2 to this report.

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

Exhibit No.	Description
99.1	Transcript of Conference Call held November 11, 2008.
99.2	Press Release titled, “Procera Networks Confirms Continued Revenue Growth and Significant Customer Wins with Results for the Quarter Ending September 30, 2008,” dated November 12, 2008.

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.

Procera Networks, Inc.

By:	/s/ Thomas H. Williams
	Name:	Thomas H. Williams
	Title:	Chief Financial Officer

Dated: November 17, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Transcript of Conference Call held November 11, 2008.
99.2	Press Release titled, “Procera Networks Confirms Continued Revenue Growth and Significant Customer Wins with Results for the Quarter Ending September 30, 2008,” dated November 12, 2008.