UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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, 2008

 

STARENT NETWORKS, CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

Registrant’s telephone number, including area code:  (978) 851-1100

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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 2.02.  Results of Operations and Financial Condition

 

On October 28, 2008, Starent Networks, Corp. announced its financial results for the quarter ended September 30, 2008.  The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 7.01.  Regulation FD Disclosure

 

Starent Networks will discuss its financial results for the quarter ended September 30, 2008 and its outlook for the fourth quarter of 2008 and the full year 2009 in a conference call that will be broadcast on the Internet at 5:00 p.m., Eastern Time, on October 28, 2008.  Investors can access the call at http://ir.starentnetworks.com.  An archived version of the webcast will be available until December 31, 2008 on Starent Networks’ website.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)         Exhibits

 

The following exhibit relating to Item 2.02 shall be deemed to be furnished and not filed:
99.1		Press Release dated October 28, 2008, entitled “Starent Networks, Corp. Reports Third Quarter 2008 Financial Results”

 

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SIGNATURE

 

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.

 

	STARENT NETWORKS, CORP.
Date: October 28, 2008	By:		/s/ Jonathan M. Moulton
		Jonathan M. Moulton
		Vice President and General Counsel

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated October 28, 2008, entitled “Starent Networks, Corp. Reports Third Quarter 2008 Financial Results”

 

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