UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 9)*
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SONUS
NETWORKS, INC.
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|
(Name
of Issuer)
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|
Shares
of Common Shares, par value $0.001 per share
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(Title
of Class of Securities)
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835916107
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(CUSIP
Number)
|
|
Darrin
Payne
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P.O.
Box 71082
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Dubai,
United Arab Emirates
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+971-4317-5800
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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May
4, 2009
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(Date
of Event which Requires Filing of this
Statement)
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If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(c), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
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CUSIP
No. 835916107
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Page
2 of 8 Pages
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||||
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1
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Name
of Reporting Persons
Galahad
Securities Limited
I.R.S.
Identification Nos. of above persons (entities only)
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||||
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2
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Check
The Appropriate Box if a Member of a Group
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||||
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(See
Instructions)
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(a) ☐
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||||
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(b) ☐
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|||||
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3
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SEC
Use Only
|
||||
|
4
|
Source
of Funds (See Instructions)
WC
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||||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
|
||||
|
6
|
Citizenship
or Place of Organization
British
Virgin Islands
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
67,295,079
|
|||
|
8
|
Shared
Voting Power
0
|
||||
|
9
|
Sole
Dispositive Power
67,295,079
|
||||
|
10
|
Shared
Dispositive Power
0
|
||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
67,295,079
|
||||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
24.6%*
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||||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
||||
* The
calculation of the foregoing percentage is based on 273,513,706 Common Shares
outstanding as of April 30, 2009, as reported in the Issuer's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on May 5,
2009.
|
CUSIP
No. 835916107
|
Page
3 of 8 Pages
|
||||
|
1
|
Name
of Reporting Persons
Legatum
Capital Limited
I.R.S.
Identification Nos. of above persons (entities only)
|
||||
|
2
|
Check
The Appropriate Box if a Member of a Group
|
||||
|
(See
Instructions)
|
(a) ☐
|
||||
|
(b) ☐
|
|||||
|
3
|
SEC
Use Only
|
||||
|
4
|
Source
of Funds (See Instructions)
WC
|
||||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
|
||||
|
6
|
Citizenship
or Place of Organization
British
Virgin Islands
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
67,295,079
|
|||
|
8
|
Shared
Voting Power
0
|
||||
|
9
|
Sole
Dispositive Power
67,295,079
|
||||
|
10
|
Shared
Dispositive Power
0
|
||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
67,295,079
|
||||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
24.6%*
|
||||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
||||
* The
calculation of the foregoing percentage is based on 273,513,706 Common Shares
outstanding as of April 30, 2009, as reported in the Issuer's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on May 5,
2009.
|
CUSIP
No. 835916107
|
Page
4 of 8 Pages
|
||||
|
1
|
Name
of Reporting Persons
Legatum
Global Holdings Limited
I.R.S.
Identification Nos. of above persons (entities only)
|
||||
|
2
|
Check
The Appropriate Box if a Member of a Group
|
||||
|
(See
Instructions)
|
(a) ☐
|
||||
|
(b) ☐
|
|||||
|
3
|
SEC
Use Only
|
||||
|
4
|
Source
of Funds (See Instructions)
WC
|
||||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
|
||||
|
6
|
Citizenship
or Place of Organization
British
Virgin Islands
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
67,295,079
|
|||
|
8
|
Shared
Voting Power
0
|
||||
|
9
|
Sole
Dispositive Power
67,295,079
|
||||
|
10
|
Shared
Dispositive Power
0
|
||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
67,295,079
|
||||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
24.6%*
|
||||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
||||
* The
calculation of the foregoing percentage is based on 273,513,706 Common Shares
outstanding as of April 30, 2009, as reported in the Issuer's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on May 5,
2009.
|
CUSIP
No. 835916107
|
Page
5 of 8 Pages
|
||||
|
1
|
Name
of Reporting Persons
Legatum
Global Investment Limited
I.R.S.
Identification Nos. of above persons (entities only)
|
||||
|
2
|
Check
The Appropriate Box if a Member of a Group
|
||||
|
(See
Instructions)
|
(a) ☐
|
||||
|
(b) ☐
|
|||||
|
3
|
SEC
Use Only
|
||||
|
4
|
Source
of Funds (See Instructions)
WC
|
||||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
|
||||
|
6
|
Citizenship
or Place of Organization
British
Virgin Islands
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
67,295,079
|
|||
|
8
|
Shared
Voting Power
0
|
||||
|
9
|
Sole
Dispositive Power
67,295,079
|
||||
|
10
|
Shared
Dispositive Power
0
|
||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
67,295,079
|
||||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
24.6%*
|
||||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
||||
* The
calculation of the foregoing percentage is based on 273,513,706 Common Shares
outstanding as of April 30, 2009, as reported in the Issuer's Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on May 5,
2009.
|
CUSIP
No. 835916107
|
Page
6 of 8 Pages
|
||||
|
1
|
Name
of Reporting Persons
Senate
Limited, acting on behalf of that certain trust formed under the laws of
The Cayman Islands as of 1 July 1996.
I.R.S.
Identification Nos. of above persons (entities only)
|
||||
|
2
|
Check
The Appropriate Box if a Member of a Group
|
||||
|
(See
Instructions)
|
(a) ☐
|
||||
|
(b) ☐
|
|||||
|
3
|
SEC
Use Only
|
||||
|
4
|
Source
of Funds (See Instructions)
WC
|
||||
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
o
|
||||
|
6
|
Citizenship
or Place of Organization
The
Cayman Islands
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
67,295,079
|
|||
|
8
|
Shared
Voting Power
0
|
||||
|
9
|
Sole
Dispositive Power
67,295,079
|
||||
|
10
|
Shared
Dispositive Power
0
|
||||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
67,295,079
|
||||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
☐
|
||||
|
13
|
Percent
of Class Represented by Amount in Row (11)
24.6%*
|
||||
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
||||
* The
calculation of the foregoing percentage is based on 273,513,706 Common Shares
outstanding as of April 30, 2009, as reported in the Issuer's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on May 5,
2009.
EXPLANATORY
NOTE
This
Amendment No. 9 amends the Statement on Schedule 13D filed with the Securities
and Exchange Commission (the "Commission") on August 6, 2007, Amendment No. 1
filed with the Commission on September 10, 2007, Amendment No. 2 filed with the
Commission on December 13, 2007, Amendment No. 3 filed with the Commission on
December 26, 2007, Amendment No. 4 filed with the Commission on April 21, 2008,
Amendment No. 5 filed with the Commission on June 19, 2008, Amendment No. 6
filed with the Commission on June 23, 2008, Amendment No. 7 filed with the
Commission on June 30, 2008, and Amendment No. 8 filed with the Commission on
January 12, 2009 by Galahad Securities Limited, Legatum Capital Limited, Legatum
Global Holdings Limited, Legatum Global Investment Limited and Senate Limited,
acting on behalf of that certain trust formed under the laws of The Cayman
Islands as of July 1, 1996 (the "Schedule 13D"). Unless otherwise
defined herein, all capitalized terms shall have the meanings ascribed to them
in the Schedule 13D.
Item
4. Purpose of Transaction
Item 4 is
hereby amended by adding the paragraphs below following the last paragraph of
the current disclosure:
On May 4,
2009, the Board increased its size from seven to eight members and elected James
K. Brewington as a director to fill the resulting vacancy. Mr.
Brewington was appointed to a term expiring at the 2009 Annual
Meeting.
Mr.
Brewington was one of the candidates identified to the Issuer and the Board's
Nominating and Corporate Governance Committee by the Reporting Persons pursuant
to the Settlement Agreement. Pursuant to the Settlement Agreement
(which was described in, and filed as an exhibit to, Amendment No. 8 to the
Schedule 13D), the Issuer has agreed to (i) include Mr. Brewington in the
Issuer's slate of directors for election at the 2009 Annual Meeting and (ii)
publicly support and recommend that the Issuer's
stockholders vote for the election of Mr. Brewington at the 2009 Annual Meeting
in the same manner as all other designees on the Issuer's slate of
directors.
Page 7 of
8 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated as
of May 13, 2009
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GALAHAD
SECURITIES LIMITED
|
|||
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By:
|
/s/
Mark A. Stoleson
|
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Mark
A. Stoleson
Director
|
|||
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LEGATUM
CAPITAL LIMITED
|
|||
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By:
|
/s/
Mark A. Stoleson
|
||
|
Mark
A. Stoleson
Director
|
|||
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LEGATUM
GLOBAL HOLDINGS LIMITED
|
|||
|
By:
|
/s/
Mark A. Stoleson
|
||
|
Mark
A. Stoleson
Director
|
|||
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LEGATUM
GLOBAL INVESTMENT LIMITED
|
|||
|
By:
|
/s/
Mark A. Stoleson
|
||
|
Mark
A. Stoleson
Director
|
|||
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SENATE
LIMITED, acting on behalf of that certain
trust
formed
under the laws of The Cayman Islands as of 1 July 1996
|
|||
|
By:
|
/s/
Mark A. Stoleson
|
||
|
Mark
A. Stoleson
Director
|
|||
Page 8 of 8 Pages