UNITED
STATES
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 13, 2009
______________
Procera
Networks, Inc.
(Exact
name of Registrant as specified in its charter)
______________
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Nevada
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000-49862
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33-0974674
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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)
______________
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On March
13, 2009, Procera Networks, Inc., or the Company entered into a loan and
security agreement for a secured line of credit facility (“Line of Credit
Agreement”) for working capital purposes with Peninsula Bank Business Funding, a
division of The Private Bank of the Peninsula (“Peninsula Bank”). The Line of
Credit Agreement provides for maximum borrowings of up to $3.0 million through
March 12, 2010. Borrowings will bear interest at the prime rate plus 3.5%, but
not less than 8% per annum. The maximum amount that may be outstanding at any
time under the Line of Credit Agreement is $3.0 million. Under the terms of the
Line of Credit Agreement, the Company will pay Peninsula Bank $30,000 as a fee.
The Line of Credit Agreement is secured by substantially all of the Company’s
assets and contains covenants requiring, among other things, certain
minimum financial covenants, as well as restrictions on the Company’s ability to
incur certain additional indebtedness, pay dividends, create or permit liens on
assets, or engage in mergers, consolidations or dispositions. The
facility can be terminated by the Company upon payment in full of all
outstanding obligations to Peninsula Bank.
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Item 2.03.
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant.
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On March
13, 2009, the Company entered the Line of Credit Agreement with Peninsula
Bank
. The description of the
Credit Agreement is hereby incorporated in its entirety by reference to
Item 1.01 above.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
Number
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Description
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10.1
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Loan
and Security Agreement by and between Procera Networks, Inc. and Peninsula
Bank Business Funding
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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/
Paul Eovino
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Name:
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Paul Eovino
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Title:
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Interim
Chief Financial Officer and
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Principal
Accounting
Officer
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Dated: March
19, 2009
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Loan
and Security Agreement by and between Procera Networks, Inc. and Peninsula
Bank Business Funding
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