Attached files
| file | filename |
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| EX-5.1 - EXHIBIT 5.1 - PROCERA NETWORKS, INC. | ex5_1.htm |
| EX-1.1 - EXHIBIT 1.1 - PROCERA NETWORKS, INC. | ex1_1.htm |
| EX-99.1 - EXHIBIT 99.1 - PROCERA NETWORKS, INC. | ex99_1.htm |
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): June 9, 2011
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Procera Networks, Inc.
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(Exact Name of Registrant as Specified in its Charter)
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| Nevada | 001-33691 | 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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4121 Clipper Court, Fremont, California
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94538
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (510) 230-2777
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events
On June 9, 2011, Procera Networks, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters named therein (collectively, the “Underwriters”) relating to the offering, issuance and sale (the “Offering”) of 2,632,000 shares of the Company’s common stock, par value $0.001 per share. The price to the public in this offering is $9.50 per share, and the Underwriters have agreed to purchase the shares of common stock from the Company pursuant to the Underwriting Agreement at a price of $8.835 per share. The net proceeds to the Company from this offering are expected to be approximately $23.0 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The offering is expected to close on or about June 14, 2011, subject to customary closing conditions. The shares of common stock will be listed on the NYSE Amex Equities Market. The Underwriters have a 30-day option to purchase up to an additional 394,800 shares of common stock. All of the shares in the offering are being sold by the Company.
The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-174168) previously filed with the Securities and Exchange Commission (the “SEC”). The Company has filed a final prospectus supplement, dated June 9, 2011, relating to the issuance and sale of the shares, with the SEC.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Subject to certain exceptions, the Company and all of the Company’s directors and officers also agreed to not sell or transfer any commmon stock of the Company for 90 days after June 9, 2011 without first obtaining the consent of the Underwriters.
The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of McDonald Carano Wilson LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.
In a press release issued on June 9, 2011, the Company announced the pricing of the Offering at a price to the public of $9.50 per share. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Number
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Description
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Underwriting Agreement, dated June 9, 2011.
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Opinion of McDonald Carano Wilson LLP.
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23.1
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Consent of McDonald Carano Wilson LLP (contained in Exhibit 5.1).
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Press Release, dated June 9, 2011.
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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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Date: June 9, 2011
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Procera Networks, Inc.
(Registrant)
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By:
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/s/ Charles Constanti |
| Charles Constanti | ||
| Chief Financial Officer and Principal Accounting Officer | ||
INDEX TO EXHIBITS
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Number
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Description
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Underwriting Agreement, dated June 9, 2011.
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Opinion of McDonald Carano Wilson LLP.
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23.1
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Consent of McDonald Carano Wilson LLP (contained in Exhibit 5.1).
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99.1
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Press Release, dated June 9, 2011.
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