EXHIBIT 5 

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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): April 4, 2007

PACKETEER, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE 000-26785 77-0420107 

(State or other jurisdiction 

of incorporation) 

(Commission 

File Number) 

(I.R.S. Employer 

Identification No.)

10201 NORTH DE ANZA BLVD. 

CUPERTINO, CALIFORNIA 95014 

(Address of principal executive offices) 

Registrant’s telephone number, including area code: (408) 873-4400

N/A 

(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: 

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))

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Item 2.02. Results of Operations and Financial Condition.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment 

of Principal Officers.

Item 9.01. Financial Statement and Exhibits.

SIGNATURE

Exhibit Index

EXHIBIT 99.1

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Item 2.02. Results of Operations and Financial Condition.

On April 4, 2007, Packeteer, Inc. issued a press release announcing its preliminary revenue for the three months 

ended March 31, 2007. A copy of the press release is being furnished as Exhibit 99.1 to this filing and is incorporated 

herein in its entirety by reference. The Company intends to present additional financial information during the 

Company’s conference call to be held following the release of the Company’s final results for the quarter. The 

Company currently anticipates making such release on April 19, 2007. The press release and conference call contain 

forward-looking statements regarding the Company and include cautionary statements identifying factors that could 

cause actual results to differ materially from those anticipated. 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal 

Officers.

On April 4, 2007, Packeteer announced that Arturo Cazares has resigned as VP, Worldwide Sales of Packeteer, Inc. 

A copy of the press release announcing Mr. Cazares resignation is attached hereto as Exhibit 99.1. 

Item 9.01. Financial Statement and Exhibits.

 (c) Exhibits 

Exhibit

Number Description

99.1 Press Release of Packeteer, Inc. dated April 4, 2007 announcing its preliminary revenue for the three 

months ended March 31, 2007 and the departure of Arturo Cazares as VP, Worldwide Sales.

 

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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. 

Date: April 4, 2007 

Packeteer, Inc. 

By: /s/ David C. Yntema 

Name: David C. Yntema 

Title: Chief Financial Officer and 

Secretary 

 

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Exhibit Index 

Exhibit

Number Description

99.1 Press Release of Packeteer, Inc. dated April 4, 2007 announcing its preliminary revenue for the three 

months ended March 31, 2007 and the departure of Arturo Cazares as VP, Worldwide Sales.

 

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Exhibit 99.1

PACKETEER®, INC. ANNOUNCES PRELIMINARY FIRST QUARTER REVENUE RESULTS

CUPERTINO, Calif. — April 4, 2007 — Packeteer, Inc. (NASDAQ: PKTR), the global leader in highperformance, intelligent WAN Application Delivery, today announced preliminary revenue results for the quarter 

ended March 31, 2007. 

Based on preliminary financial information, the Company expects to report disappointing net revenues for the first 

quarter 2007. Current estimates indicate revenues of between $31 million and $33 million, which would reflect a 

sequential decrease of approximately 25% from the fourth quarter 2006. The Company had previously provided 

guidance for the first quarter of flat to slightly higher revenues compared with those reported in the fourth quarter 

2006. First quarter results are preliminary and thus are subject to the Company’s management and independent 

registered public accounting firm completing their quarterly review procedures. 

“These preliminary revenue results are very disappointing” said Dave Côté, president and CEO of Packeteer. “While 

they will also have a significant impact on our bottom line results for the first quarter, we remain optimistic about our 

long-term business opportunities. We plan to share more analysis during our first quarter 2007 financial conference 

call when we will address the first quarter revenue shortfall as well as our plans to adjust our operating plans.” 

The Company also announced that Arturo Cazares has resigned as Vice-President, Worldwide Sales after slightly 

more than three years at Packeteer. The Company has retained an executive recruiting firm to begin the search for his 

successor. Dave Côté, the Company’s Chief Executive Officer, will assume responsibility for the management of the 

Company’s sales organization until a replacement has been hired. 

The Company will conduct a conference call following the release of its complete first quarter financial results. The 

Company current anticipates this financial release to be made on April 19, 2007, after the close of the markets. 

About Packeteer

Packeteer (NASDAQ: PKTR) Packeteer is the global market leader in high-performance, intelligent WAN 

Application Delivery. With over 65,000 systems deployed at more than 7,000 customers worldwide, Packeteer 

solutions increase WAN capacity and accelerate and ensure predictable network application performance for all users 

anywhere in the distributed enterprise. By automatically classifying over 600 applications and protocols and utilizing 

the most comprehensive network monitoring, QoS, WAFS and acceleration technologies, Packeteer solutions 

improve business operational efficiency and provide customers with a rapid return on investment. For more 

information, contact Packeteer via telephone at +1 (408) 873-4400, fax at + 1 (408) 873-4410, or by email at 

info@packeteer.com, or visit the Company’s website at www.packeteer.com. Packeteer is headquartered in 

Cupertino, CA. 

# # # 

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Safe Harbor Clause

The statements contained in this press release that are not purely historical are forward-looking statements within the 

meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding 

Packeteer’s expectations, beliefs, intentions or strategies regarding the future. Forward-looking statements include, 

but are not limited to, express or implied statements regarding future revenues, including future revenues related to 

our recent acquisition of Tacit Networks, revenue growth and profitability, spending levels by existing and 

prospective customers, the markets for our products, new product development, liquidity and macro economic 

conditions. We are also subject to general risks associated with our need to successfully integrate the Tacit Networks 

operations as well as successfully integrate any other acquisitions we complete in the future. All forward-looking 

statements included in this press release are based upon information available to Packeteer as of the date hereof. 

Packeteer assumes no obligation to update any such forward-looking statements. Forward-looking statements involve 

risks and uncertainties, which could cause actual results to differ materially from those projected. Actual results may 

differ materially due to a number of factors including the perceived need for our products, our ability to convince 

potential customers of our value proposition, the costs of competitive solutions, continued capital spending by 

prospective customers and macro economic conditions. These and other risks relating to Packeteer’s business are set 

forth in Packeteer’s Form 10-K filed with the Securities and Exchange Commission on March 16, 2007, and 

Packeteer’s Form 10-Qs and other reports filed from time to time with the Securities and Exchange Commission. 

Packeteer, PacketShaper, PacketShaper Express are trademarks or registered trademarks of Packeteer, Inc. All other 

products and services are the trademarks of their respective owners. 

Investor Contact

David C. Yntema 

Chief Financial Officer 

408-873-4518 

dyntema@packeteer.com 

 

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