- Current report filing (8-K)
April 13 2009 - 5:14PM
Edgar (US Regulatory)
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): April 7, 2009
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-C
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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Registrant’s
telephone number, including area code:
(408) 354-7200
______________
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Item
1.01 Entry into a Material Definitive Agreement.
On April
13, 2009, Procera Networks, Inc., or Procera, entered into an agreement with
Continuous Computing Corporation of San Diego, California to substantially
outsource Procera’s operations and logistics functions, formerly handled in
Procera’s Los Gatos, California facility, to Continuous
Computing. Continuous Computing is one of the leading hardware
suppliers to the telecom industry and, since 2008, has provided the hardware for
Procera’s new PL-10000 product line. Continuous Computing provides
customers with turnkey operations, logistics and quality assurance support from
facilities in China and San Diego. Under the terms of the agreement,
Continuous Computing will receive an up-front payment from Procera and will be
compensated by Procera based on an hourly rate and/or fixed fee to load
Procera’s software into servers and other hardware devices, perform testing and
inspection services and ship directly to Procera’s customers.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April
7, 2009, in connection with a transition plan, Paul Eovino announced his
resignation from the positions of interim Chief Financial Officer and Principal
Accounting Officer of Procera, effective April 8, 2009. Mr. Eovino will remain
an employee of Procera until April 20, 2009. The Board of Directors
of Procera appointed James F. Brear to the role of Chief Financial Officer, on
an interim basis, replacing Mr. Eovino effective April 8, 2009. Mr.
Brear is Procera’s current President and Chief Executive Officer.
Effective
April 8, 2009, John D. Higginbotham, Jr., has been promoted from North America
Group Controller to Corporate Controller and interim Principal Accounting
Officer of Procera.
Mr. Brear
joined Procera in February 2008 as its President, Chief Executive Officer and a
member of the Board of Directors. Mr. Brear is an industry veteran with more
than 18 years of experience in the networking industry, most recently as Vice
President of Worldwide Sales and Support for Bivio Networks, a maker of deep
packet inspection platform technology, from July 2006 to January 2008. From
September 2004 to July 2006 Mr. Brear was Vice President of Worldwide Sales for
Tasman Networks, acquired by Nortel, a maker of converged WAN solutions for
enterprise branch offices and service providers for managed WAN services. From
April 2004 to July 2004, Mr. Brear served as Vice President of Sales at Foundry
Networks, a provider of switching, routing, security, and application traffic
management solutions. Earlier in his career, Mr. Brear was the Vice President of
Worldwide Sales for Force10 Networks from March 2002 to April 2004, during which
time the company grew from a pre-revenue start-up to the industry leader in
switch routers for high performance Gigabit and 10 Gigabit Ethernet. In
addition, he spent five years with Cisco Systems from July 1997 to March 2002
where he held senior management positions in Europe and North America with
responsibility for delivering more than $750 million in annual revenue selling
into the world's largest service providers. Previously, Mr. Brear held a variety
of sales management positions at both IBM and Sprint Communications. He holds a
Bachelor of Arts degree from the University of California at
Berkeley. Mr. Brear’s compensation is unchanged from that
reported for his services as President and Chief Executive Officer in Procera’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2008.
Mr.
Higginbotham, 49, joined Procera in November 2008 as North America Group
Controller, having previously held senior accounting positions at various
high-tech companies. Prior to joining Procera, he was the Director of
Finance for StrataLight Communications, a manufacturer of fiber optic
subassemblies, since January 2008. Initially hired to prepare
StrataLight for an initial public offering, he ultimately assisted with the sale
of the company. Prior to StrataLight, Mr. Higginbotham was the
Director of Compliance and Reporting for Monolithic Power Systems, a fabless
manufacturer of mixed-signal analog integrated circuits, from April 2005 through
November 2007. From March 2003 through April 2005 Mr. Higginbotham
was the Assistant Controller for TiVo, the developer of the first digital video
recorder. Mr. Higginbotham began his accounting career working in KPMG’s
Philadelphia office. He is an active CPA and holds a BS in Finance
from Pennsylvania State University.
Item
8.01 Other Events.
As a
result of Procera outsourcing its operations and logistics functions to
Continuous Computing, as described above under Item 1.01, Procera has
reduced headcount in its Los Gatos, California and Varburg, Sweden offices,
resulting in a 25% overall reduction in Procera’s workforce effective April
20,
2009.
Procera does not expect to incur material costs in connection with the work
force reduction.
In
association with the reorganization of the finance team, Procera retained Betty
Kayton as a consultant to provide strategic financial services. Ms.
Kayton serves as the chief financial officer for several companies in the
telecom infrastructure, high tech and consumer products
industries. Her strengths include cash management, cost control,
development and improvement of systems to increase efficiency, and strategic and
tactical management of multi-national finance teams to support growing
businesses. She began her finance career in Ernst & Young’s Los Angeles
office. She is licensed as an active CPA and received an MBA from
University of Southern California.
Forward
Looking Statements
This
Current Report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
and Exchange Act, as amended, regarding Procera’s
anticipated restructuring charges. These statements
are subject to risks and uncertainties that could cause actual results and
events to differ materially from those anticipated. More information about
Procera and these and other risks related to Procera is detailed in Procera’s
most recent Annual Report on Form 10-K for the fiscal year ended December 31,
2008, as filed with the Securities and Exchange Commission on March 16, 2009.
Readers are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date of this Current Report. Procera
undertakes no obligation to update publicly any forward-looking statements to
reflect new information, events or circumstances after the date of this release
except as required by law.
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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(Registrant)
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Date: April 13,
2009
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By: /s/ James F.
Brear
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Name: James
F. Brear
Title:
Chief
Executive Officer and Interim Chief Financial
Officer
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