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 16, 2009
______________
 
Procera Networks, Inc.
(Exact name of Registrant as specified in its charter)
 
______________
 
Nevada
 
001-33691
 
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)
______________
 
 
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 16, 2009, Procera Networks, Inc., a Nevada corporation, held a conference call regarding its financial results for its fourth quarter and year ended December 31, 2008.  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

Exhibit No.
Description
99.1
Transcript of Conference Call held on March 16, 2009

 
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/ Paul Eovino
 
   
Name:
 Paul Eovino
   
Title:
 Interim Chief Financial Officer,
Principal Accounting Officer
 
Dated: March 20, 2009

 
 
 

EXHIBIT INDEX

Exhibit No.
Description
Transcript of Conference Call held on March 16, 2009
 
 
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