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
July
26, 2007
Date
of Report (Date of earliest event reported)
SONUS
NETWORKS, INC.
(Exact
Name of Registrant as Specified in its Charter)
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DELAWARE
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000-30229
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04-3387074
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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7
TECHNOLOGY PARK DRIVE, WESTFORD, MASSACHUSETTS 01886
(Address
of Principal Executive Offices) (Zip Code)
(978)
614-8100
(Registrant's
telephone number, including area code)
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))
The
information in this Current Report on Form 8-K and the exhibit attached
hereto shall
not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, (the “Exchange Act”) 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
2.02. Results of Operations and Financial Condition.
On
July
26, 2007, Sonus Networks, Inc. (the “Registrant”) issued a press release
reporting certain financial information for the quarter ended June 30, 2007.
A
copy of the press release is attached as Exhibit 99.1 hereto.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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The
following exhibit relating to Item 2.02 shall be deemed to be furnished,
and not filed:
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99.1
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Press
release of Sonus Networks, Inc. dated July 26, 2007 reporting certain
financial information for the quarter ended June 30, 2007.
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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.
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Date:
July 26, 2007
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Sonus
Networks, Inc.
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By:
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/s/
Ellen Richstone
Ellen
Richstone
Chief
Financial Officer
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Exhibit
Index
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99.1
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Press
release of Sonus Networks, Inc. dated July 26, 2007 reporting certain
financial information for the quarter ended June 30,
2007.
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Sonus
Networks Provides Financial Information for First Half and Fiscal Year
2007; Comments on Options Review and Nasdaq Listing
WESTFORD,
Mass., July 26 /PRNewswire-FirstCall/ -- Sonus Networks, Inc. (Nasdaq: SONS),
a
leading supplier of service provider Voice over IP (VoIP) infrastructure
solutions, announced today that it is providing preliminary financial results
for the first half of 2007 and reaffirmed its non-GAAP operating income
objective.
Based
on
its review to date, the Company expects to report year-over-year revenue growth
for the first half of 2007 of 16% - 18%. The Company's performance for the
first
half of 2007 is principally a reflection of an expected shift in certain
operators' capital spending to the second half of the year. The Company also
expects to report an order-to-revenue ratio that is slightly below 1 for the
second quarter, resulting primarily from a longer than expected approval cycle
for a significant initial order from a new customer that is now expected in
the
second half of the year.
For
the
full year 2007, the Company continues to expect its business to grow at least
in
line with the overall market forecasts of 20 - 25% annually. The expected shift
in operators' capital spending combined with the scope and complexity of certain
large deployments underway is expected to result in revenue conversion for
the
year that will yield year-over-year revenue growth of 14% - 17% for fiscal
2007.
With annual business growth in excess of year-over-year revenue growth, the
Company expects to again build its backlog as it exits the year. Additionally,
the Company continues to target achieving its long-term non-GAAP operating
income objective of 17 - 20% in the fourth quarter of 2007.
The
Company will host a conference call on August 7, 2007 to discuss its performance
for the second quarter and first half of fiscal 2007.
"While
we
achieved solid revenue growth during the 1st half of 2007, we are of course
disappointed that we did not reach the even greater revenue growth opportunities
we have been targeting due to the shift in capital spending patterns of certain
operators," said Hassan Ahmed, Chairman and CEO, Sonus Networks. "With
deployments at the world's five largest operators, we have a clear view of
the
undiminished demand in the IP-Voice market combined with how and where it is
unfolding. We are very pleased that our compelling solutions and deep experience
are being selected as the foundation on which the industry's largest operators
are relying for their broad and complex IP-communications networks. These trends
and our position in the industry give us confidence in our ability to execute
on
the growth opportunities in the market."
Stock
Option Review Update
As
previously reported, in August 2006, the Company and its Audit Committee
commenced a voluntary review of the Company's stock option granting practices
and related accounting. In November 2006, the Company announced that its Audit
Committee had completed the voluntary review of the Company's historical stock
option granting practices with respect to options granted since its initial
public offering in May 2000. The investigation included the collection of over
220 gigabytes of electronic data, a review of more than 2.5 million documents,
interviews of numerous current and former directors, officers and employees
of
the Company and a comprehensive assessment of all of the approximately 5,100
stock option grants issued since the Company's initial public offering. The
review was conducted by outside counsel and forensic accountants under the
supervision of the Audit Committee and with the full support and cooperation
of
the Company's current management and personnel.
Based
on
its analysis to date, the Company anticipates that it will record additional,
cumulative, non-cash, stock-based compensation expense for the periods of 2000
through 2005. Additionally, the Company also expects to record tax adjustments
related to the stock option review and other previously unrecorded adjustments
previously determined to be immaterial.
As
the
Company previously announced, the review identified no improper conduct or
violation of Company policies by any member of the Company's current
management.
NASDAQ
Listing Update
Sonus
also reported today that the Nasdaq Board of Directors has granted the Company
until September 17, 2007 to file all delinquent SEC periodic reports necessary
to regain compliance with the requirements for continued listing on the NASDAQ
Global Select Market.
The
Company continues to work diligently to file its Quarterly Reports on Form
10-Q
for each of the quarters ended June 30, 2006, September 30, 2006 and March
31,
2007 and its Annual Report on Form 10-K for the year ended December 31, 2006
as
soon as possible and expects to file these reports prior to the September 17,
2007 deadline. With these filings, Sonus believes that it will regain compliance
with the requirements for continued listing.
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
Westford, Massachusetts. Additional information on Sonus is available at
http://www.sonusnet.com.
This
release contains forward-looking statements regarding future events, including
the Company's 2007 financial results, 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
for
the period ended March 31, 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 restatement of its
historical stock option granting practices and accounting including regulatory
actions or litigation; whether
the
Company will remain listed on the NASDAQ Global Select Market;
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:
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Investor
Relations:
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Sonus
Media Relations:
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Jocelyn
Philbrook
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Sarah
McAuley
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978-614-8672
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978-614-8745
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jphilbrook@sonusnet.com
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smcauley@sonusnet.com
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