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
August
2, 2007
Date
of Report (Date of earliest event reported)
SONUS
NETWORKS, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
DELAWARE
|
000-30229
|
04-3387074
|
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
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
August
2, 2007, Sonus Networks, Inc. (the “Registrant”) issued a press release
reporting the filing of its Quarterly Reports on Form 10-Q for the second and
third quarters of 2006 and the first quarter of 2007 and its Annual Report
on
Form 10-K for the year ended December 31, 2006. A copy of the press release
is
attached as Exhibit 99.1 hereto.
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 of Sonus Networks, Inc. dated August 2, 2007 reporting the
filing
of its Quarterly
Reports on Form 10-Q for the second and third quarters of 2006 and
the
first quarter of 2007 and its Annual Report on Form 10-K for the
year
ended December 31, 2006.
|
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:
August 2, 2007
|
Sonus
Networks, Inc.
|
|
|
By:
|
/s/
Charles
J. Gray
Charles J. Gray General
Counsel
|
|
2
Exhibit
Index
|
99.1
|
Press
release of Sonus Networks, Inc. dated August 2, 2007 reporting the
filing
of its
Quarterly Reports on Form 10-Q for the second and third quarters
of 2006
and the first quarter of 2007 and its Annual Report on Form 10-K
for the
year ended December 31, 2006.
|
3
FINAL:
FOR IMMEDIATE RELEASE
For
more
information, please contact:
|
Investor
Relations:
|
Sonus
Media Relations:
|
|
|
Jocelyn
Philbrook
|
Sarah
McAuley
|
|
|
978-614-8672
|
978-614-8745
|
|
|
jphilbrook@sonusnet.com
|
smcauley@sonusnet.com
|
SONUS
NETWORKS FILES QUARTERLY AND ANNUAL FINANCIAL STATEMENTS
Company
is Now Current with All Financial Filing Requirements; Records Non-Cash Charge
of
$54 Million Related to Historical Stock Option Accounting
WESTFORD,
Mass., August 2, 2007
- Sonus
Networks, Inc. (Nasdaq: SONS), a leading supplier
of service provider Voice over IP (VoIP) infrastructure solutions, announced
today that it has filed its Annual Report on Form 10-K for the fiscal year
ended
December 31, 2006, along with its Quarterly Reports on Form 10-Q for the second
and third quarters of 2006 and the first quarter of 2007. Sonus is now current
with all financial filing requirements. With these filings, Sonus believes
that
it has now regained compliance with the requirements for continued listing
on
the NASDAQ Global Select Market; however, the Company awaits confirmation of
compliance from NASDAQ.
The
restatement of the Company’s financial statements results primarily from the
Company’s voluntary review of its stock option practices and related accounting.
Based on the review, the Company determined that it incorrectly accounted for
certain stock option grants issued from May 2000 through 2005. The Company's
restated consolidated financial statements reflect a decrease in net income,
as
compared to the amounts originally reported, of approximately $55 million for
the periods 2000 through 2005, including additional cumulative non-cash
stock-based compensation expense of approximately $54 million, and a net
decrease in total shareholders' equity of $1.4 million as of December 31, 2005.
The Company also recorded tax adjustments related to the stock option review
and
other unrecorded adjustments previously determined to be
immaterial.
Sonus
has
filed the following reports with the SEC: Forms 10-Q for the second and third
quarters of fiscal year 2006; Form 10-K for the fiscal year ended December
31,
2006; and Form 10-Q for the first quarter of fiscal year 2007. The Company
has
provided additional GAAP and non-GAAP financial information for the periods
impacted by the restatement on its website at http://www.sonusnet.com/contents/corporate/investorrelations.cfm.
Further
information regarding the restatement, the results of the review, and related
matters is included in the SEC filings available at www.sec.gov.
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 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 for the period ended March 31, 2007, 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.