- Current report filing (8-K)
December 11 2009 - 4:50PM
Edgar (US Regulatory)
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): December 7, 2009
______________
Procera
Networks, Inc.
(Exact
name of Registrant as specified in its charter)
______________
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)
890-7100
(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
1.01
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Entry
Into a Material Definitive
Agreement.
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On
December 10, 2009, Procera Networks, Inc. (the “Company”), entered into a
two-year loan and security agreement for a secured line of credit facility
(“Secured Credit Facility”) for short-term working capital purposes with Silicon
Valley Bank. The Secured Credit Facility provides borrowings of up to $2.0
million through December 10, 2011. Borrowings will bear interest at the prime
rate plus 1%, but not less than 5% per annum. If the Company’s cash balance
falls below $2,000,000, outstanding borrowings will bear an additional interest
charge of 0.6875% per month or 8.25% per annum. Under the terms of the Secured
Credit Facility, the Company shall pay Silicon Valley Bank a $17,000 fee in each
of the two years of the agreement, a minimum monthly interest charge of $3,000
per month and shall issue a warrant for the purchase of 500,000 shares of the
Company’s common stock. The Secured Credit Facility is secured by substantially
all of the Company’s assets. The terms of the Secured Credit Facility include
financial covenants requiring minimum quarterly revenue and 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 foregoing description of the Secured Credit
Facility does not purport to be complete and is qualified in its entirety by
reference to the Secured Credit Facility, which will be filed as an exhibit to
the Company’s Annual Report on Form 10-K for the fiscal year ending December 31,
2009.
Item
1.02
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Termination
of a Material Definitive Agreement.
|
On
December 7, 2009, the Company terminated 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 Company had no outstanding borrowings
against the line of credit facility. The Line of Credit Agreement had provided
for maximum borrowings of up to $3.0 million through March 12, 2010. The Line of
Credit Agreement was secured by substantially all of the Company’s assets and
contained 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.
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
December 10, 2009, the Company entered into a Secured Credit Facility agreement
with Silicon Valley Bank. The description of the Credit Agreement is hereby
incorporated in its entirety by reference to Item 1.01 above.
Item
3.02
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Unregistered
Sales of Equity Securities
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In
conjunction with the entry into the Secured Credit Facility with Silicon Valley
Bank, the Company will issue to Silicon Valley Bank a warrant for the purchase
of 500,000 shares of the Company’s common stock, exercisable for a period
of seven years at price of $0.40 per share. For this
transaction, the Company relied on the exemption provided by Section 4(2) of the
Securities Act of 1933, as amended, as a transaction not involving any public
offering, on the basis that Silicon Valley Bank indicated its intention to
acquire the securities for investment only and not with view to or the
distribution thereof and appropriate legends were affixed to the instruments
issued in such transaction.
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/ Charles Constanti
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Name:
Charles Constanti
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Title:
Chief Financial Officer and
Principal
Accounting Officer
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December
11, 2009
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