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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) DECEMBER 28, 2006
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SONUS NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-30229 04-3387074
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
250 APOLLO DRIVE, CHELMSFORD, MASSACHUSETTS 01824
(Address of Principal Executive Offices) (Zip Code)
(978) 614-8100
(Registrant's telephone number, including area code)
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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):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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.
On January 3, 2007, Sonus Networks, Inc. (the "Registrant") issued a press
release providing a business update for the quarter and the year ended December
31, 2006. A copy of the press release is attached as Exhibit 99.1 hereto.
The information in this Item 2.02 of this Current Report on Form 8-K and
Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
ITEM 8.01. OTHER EVENTS.
On December 28, 2006, Sonus Networks, Inc. (the "Company") received a letter
from the NASDAQ Stock Market, stating that the Nasdaq Listing Qualifications
Panel has granted the Company an exception to NASDAQ's periodic reporting
requirements. The Panel has allowed the Company until February 12, 2007 to file
its Form 10-Qs for the quarters ended June 30, 2006 and September 30, 2006.
A copy of the Company's press release is attached hereto as Exhibit 99.1 and is
incorporated in this Item 8.01 by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press release of Sonus Networks, Inc. dated January 03, 2007
reporting receipt of NASDAQ Continued Listing Decision.
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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: January 3, 2007 SONUS NETWORKS, INC.
By: /s/ Ellen B. Richstone
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Ellen B. Richstone
Chief Financial Officer
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EXHIBIT INDEX
99.1 Press release of Sonus Networks, Inc. dated January 03, 2007 reporting
receipt of NASDAQ Continued Listing Decision.
4
Exhibit 99.1
SONUS NETWORKS PROVIDES BUSINESS UPDATE
COMPANY PROVIDES FURTHER UPDATE ON NASDAQ STATUS AND ANNOUNCES RECORD YEAR END
ORDER ACTIVITY
CHELMSFORD, Mass., Jan. 3 /PRNewswire-FirstCall/ -- Sonus Networks, Inc.
(Nasdaq: SONS), a leading supplier of service provider Voice over IP (VoIP)
infrastructure solutions, announced today that it received a letter on December
28, 2006 from the NASDAQ Stock Market stating that the Nasdaq Listing
Qualifications Panel has granted Sonus Networks an exception to NASDAQ's
periodic reporting requirements. Additionally, the Company today announced it
achieved record order activity in the fourth quarter and for the full-year 2006.
NASDAQ Update
The NASDAQ Listing Qualification Panel has allowed the Company until
February 12, 2007 to file its Form 10-Qs for the quarters ended June 30, 2006
and September 30, 2006. The Company has completed its internal investigation as
previously reported and continues to steadily and diligently progress toward
completion of the revised accounting and the filing of its periodic Securities
and Exchange Commission (SEC) reports to regain compliance with NASDAQ's listing
requirements. As it is not assured that the Company will have all its filings
completed and submitted to the SEC by the February 12th date, Sonus intends to
request that the Nasdaq Listing and Hearing Review Council review the Panel's
decision.
Fourth Quarter Business Update
The Company also reported very strong customer activity in the fourth
quarter of 2006, resulting in both fourth quarter and full year 2006 orders at
record levels. The growth in Sonus' business is being fueled by continued demand
for its solutions and services globally as major network operators in each of
Sonus' target geographic regions increase the adoption and deployment of
IP-Voice networks. This activity is underscored by the continued traffic growth
on Sonus-based networks and was also recently affirmed by the respected research
firms Synergy Research Group and Infonetics Research in their latest market
reports in which Sonus is recognized as the market leader for the first nine
months of 2006. The Company expects to host a conference call with the financial
community to discuss financial results for the fourth quarter and fiscal year
ended December 31, 2006 on or before March 1, 2007.
"Our tremendous progress in 2006 has culminated in business activity
exceeding our previous outlook for the year with profitable growth well ahead of
estimated market growth. Building on our solid momentum earlier in the year, we
achieved the record order activity in the fourth quarter that we had
anticipated, reflecting our customers' confidence in Sonus' services and
solutions. Sonus received a significant level of orders from a broad base of new
and existing customers throughout the world, setting a new record for the
Company and providing a strong close to a robust growth year for Sonus," said
Hassan Ahmed, chairman and CEO, Sonus Networks. "We look forward to completing
the stock option review as soon as possible and reporting our full financial
results, which will underscore the continuous progress we are making in our
business."
About Sonus Networks
Sonus Networks, Inc. is a leading provider of Voice over IP (VoIP)
infrastructure solutions for wireline and wireless service providers. With its
comprehensive IP Multimedia Subsystem (IMS) solution, Sonus addresses the full
range of carrier applications, including residential and business voice
services, wireless voice and multimedia, trunking and tandem switching, carrier
interconnection and enhanced services. Sonus' voice infrastructure solutions are
deployed in service provider networks worldwide. Founded in 1997, Sonus is
headquartered in Chelmsford, Massachusetts. Additional information on Sonus is
available at http://www.sonusnet.com.
This release may contain forward-looking statements regarding future events
that involve risks and uncertainties. Readers are cautioned that these
forward-looking statements are only predictions and may differ materially from
actual future events or results. Readers are referred to Item 1A "Risk Factors"
of Sonus' Quarterly Report on Form 10-Q dated May 8, 2006, filed with the SEC,
which identifies important risk factors that could cause actual results to
differ from those contained in the forward-looking statements. Risk factors
include among others: the impact of material weaknesses in our disclosure
controls and procedures and our internal control over financial reporting on our
ability to report our financial results timely and accurately; the
unpredictability of our quarterly financial results; risks and uncertainties
associated with the Company's announced review of its historical stock option
grants and accounting, including any potential impact on the Company's financial
statements or results, any tax liabilities or penalties, the Company's inability
to timely report with the Securities and Exchange Commission, the Company's
potential inability to meet NASDAQ requirements for continued listing, potential
investigations, regulatory actions or litigation arising out of the review and
restatement; risks associated with our international expansion and growth;
consolidation in the telecommunications industry; and potential costs resulting
from pending securities litigation against the company. Any forward-looking
statements represent Sonus' views only as of today and should not be relied upon
as representing Sonus' views as of any subsequent date. While Sonus may elect to
update forward-looking statements at some point, Sonus specifically disclaims
any obligation to do so.
Sonus is a registered trademark of Sonus Networks, Inc. All other company
and product names may be trademarks of the respective companies with which they
are associated.
For more information, please contact:
Sonus Investor Relations: Sonus Media Relations:
Jocelyn Philbrook Sarah McAuley
978-614-8672 978-614-8745
jphilbrook@sonusnet.com smcauley@sonusnet.com
SOURCE Sonus Networks, Inc.
-0- 01/03/2007
/CONTACT: Jocelyn Philbrook, Investor Relations, +1-978-614-8672, or
jphilbrook@sonusnet.com; or Sarah McAuley, Media Relations, +1-978-614-8745, or
smcauley@sonusnet.com, both of Sonus/
/Web site: http://www.sonusnet.com /
(SONS)