Michael E. Tenta |
| VIA EDGAR |
(650) 843-5636 |
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mtenta@cooley.com |
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July 22, 2008
Securities and Exchange Commission | ||
Attention: |
| Kathleen Collins |
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| Mark Shuman |
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| Evan Jacobson |
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| Kari Jin |
100 F Street, N.E. | ||
Washington, D.C. 20549 | ||
Re: |
| Procera Networks, Inc. |
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| Form 10-K for Fiscal Year Ended December 31, 2007 |
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| Form 10-K/A for Fiscal Year Ended December 31, 2007 |
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| File No. 1-33691 |
Ladies and Gentlemen:
On behalf of Procera Networks, Inc. (the “Company”), this letter is being submitted in response to comments (the “Comments”) received from the staff of the Commission (the “Staff”) by letter dated June 23, 2008 (the “Letter”), with respect to the Company’s Form 10-K for Fiscal Year Ended December 31, 2007 and Form 10-K/A for Fiscal Year Ended December 31, 2007.
By this letter, we request that the Company be granted a second extension of time to provide a response to the Staff’s Letter (the “Response”). The Company respectfully advises the Staff that it is working diligently with internal accounting personnel and its independent accounting firm to prepare the Response. The Company’s second quarter closing process, which requires significant time commitment by the Company’s accounting staff, has in part contributed to the delay.
The Company advises the Staff that it hopes to provide the Response to the Staff on or before Tuesday, August 5, 2008 and will further advise the Staff if it becomes unable to do so.
Please do not hesitate to call me at (650) 843-5636 if you have any questions or would like any additional information regarding this matter.
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
Sincerely,
Cooley Godward Kronish LLP
By: | /s/ MICHAEL E. TENTA |
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| Michael E. Tenta | |
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cc: |
| James F. Brear – Procera Networks, Inc. | |
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| Thomas H. Williams – Procera Networks, Inc. | |
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| Eric C. Jensen - Cooley Godward Kronish LLP | |
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