- Current report filing (8-K)

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): October 28, 2010

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	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

100-C Cooper Court, Los Gatos, CA		95032
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 354-7200

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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 ( 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))

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 28, 2010, the board of directors (the “Board”) of Procera Networks, Inc. (the “Company”) appointed William Slavin to the Company’s Board of Directors. Mr. Slavin will serve as a member of any Nominating and Corporate Governance Committee of the Board.

In connection with his election to the Board, Mr. Slavin will be entitled to receive the standard compensation offered to non-employee directors as follows: an annual retainer of $10,000 payable quarterly, $1,000 for attending each Board meeting in person or $500 for attending telephonically, and a quarterly option grant to purchase 3,750 shares of the Company’s common stock at the fair market value on the first trading day of each quarter. Mr. Slavin may make an annual election to forego the cash compensation and to instead receive an additional option grant, equivalent in value to such cash compensation.

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.