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PKT > SEC Filings for PKT > Form 8-K on 14-Jun-2013All Recent SEC Filings

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Form 8-K for PROCERA NETWORKS INC


14-Jun-2013

Entry into a Material Definitive Agreement, Material Modification to Rights


Item 1.01. Entry into Material Definitive Agreement

The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.



Item 3.03. Material Modification to Rights of Security Holders

On June 13, 2013, Procera Networks, Inc. (the "Company") changed its state of incorporation from the State of Nevada to the State of Delaware (the "Reincorporation") pursuant to a plan of conversion, dated June 13, 2013 (the "Plan of Conversion"). The Reincorporation was accomplished by the filing of
(i) articles of conversion (the "Nevada Articles of Conversion") with the Secretary of State of the State of Nevada, and (ii) a certificate of conversion (the "Delaware Certificate of Conversion") and a certificate of incorporation (the "Delaware Certificate of Incorporation") with the Secretary of State of the State of Delaware. Pursuant to the Plan of Conversion, the Company also adopted new bylaws (the "Delaware Bylaws").

The Reincorporation was previously submitted to a vote of, and approved by, the Company's stockholders at its 2013 Annual Meeting of Stockholders held on May 30, 2013 (the "Annual Meeting"). Upon the effectiveness of the Reincorporation:

the affairs of the Company ceased to be governed by the Nevada Revised Statutes, the Company's existing Articles of Incorporation and the Company's existing Bylaws, and the affairs of the Company became subject to the General Corporation Law of the State of Delaware, the Delaware Certificate of Incorporation and the Delaware Bylaws;

each outstanding share of the Nevada corporation's common stock converted into an outstanding share of the Delaware corporation's common stock;

each outstanding option to acquire shares of the Nevada corporation's common stock converted into an equivalent option to acquire, upon the same terms and conditions (including the vesting schedule and exercise price per share applicable to each such option), the same number of shares of the Delaware corporation's common stock;

each outstanding restricted share of the Nevada corporation's common stock converted into an equivalent restricted share of the Delaware corporation's common stock with the same terms and conditions (including the vesting schedule applicable to each such share);

each employee benefit, stock option or other similar plan of the Nevada corporation continued to be an employee benefit, stock option or other similar plan of the Delaware corporation; and

each director and officer of the Nevada corporation continued to hold his or her respective position with the Delaware corporation.

Certain rights of the Company's stockholders were also changed as a result of the Reincorporation, as described in the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on April 15, 2013, under the section entitled "Proposal 5 - Approval of the Reincorporation of the Company from the State of Nevada to the State of Delaware - Rights of our Stockholders Prior to and After the Reincorporation from Nevada to Delaware", which description is incorporated in its entirety herein by reference.

The Reincorporation did not affect any of the Company's material contracts with any third parties, and the Company's rights and obligations under such material contractual arrangements continue to be rights and obligations of the Company after the Reincorporation. The Reincorporation did not result in any change in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation) of the Company.

The foregoing descriptions of the Plan of Conversion, the Nevada Articles of Conversion, the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation and the Delaware Bylaws do not purport to be complete


and are qualified in their entirety by reference to the full text of the Plan of Conversion, the Nevada Articles of Conversion, the Delaware Certificate of Conversion, the Delaware Certificate of Incorporation and the Delaware Bylaws, copies of which are filed as Exhibits 2.1, 3.1, 3.2, 3.3 and 3.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

In connection with the Reincorporation, the Company also adopted a new form of common stock certificate, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Indemnity Agreements with Directors and Executive Officers

Following the Reincorporation, the Company entered into new indemnity agreements with each of the Company's directors and executive officers, effective June 13, 2013, which replace the previous indemnity agreements entered into between the Company and its directors and executive officers.

The indemnity agreements are substantially similar to those previously entered into between the Company and its directors and executive officers except that the new indemnity agreements are governed by Delaware law and have been modified to conform to Delaware law. The indemnity agreements require the Company, among other things, to indemnify the director or executive officer against specified expenses and liabilities, such as attorneys' fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual's status or service as the Company's director or executive officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company.

The foregoing description of the of indemnity agreements entered into between the Company and each of its directors and executive officers is qualified in its entirety by reference to the full text of the form of indemnity agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Number      Description
2.1         Plan of Conversion, dated June 13, 2013.
3.1         Articles of Conversion, as filed with the Secretary of State of the
            State of Nevada on June 13, 2013.
3.2         Certificate of Conversion, as filed with the Secretary of State of the
            State of Delaware on June 13, 2013.
3.3         Certificate of Incorporation, as filed with the Secretary of State of
            the State of Delaware on June 13, 2013.
3.4         Bylaws, effective June 13, 2013.
4.1         Form of Common Stock Certificate.
10.1        Form of Indemnity Agreement.


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