SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Edwards Steven

(Last) (First) (Middle)
C/O SONUS NETWORKS INC.
250 APOLLO DRIVE

(Street)
CHELMSFORD MA 01824

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2004
3. Issuer Name and Ticker or Trading Symbol
SONUS NETWORKS INC [ SONS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Marketing Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 07/19/2005(1) 07/19/2014 Common Stock 500,000 4.1 D
Explanation of Responses:
1. The option will vest as to 25% of the shares on 07/19/05. The remaining shares will vest in equal monthly installments over the following thirty-six months.
Charles J. Gray as Attorney-in-fact for Steven Edwards 09/23/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                          Section 16 Power of Attorney


Know by all these presents, that the person whose signature appears below hereby
constitutes  and appoints  each of Charles J. Gray,  Vice  President and General
Counsel of Sonus  Networks,  Inc. (the "Company") and William Perkins of Bingham
McCutchen with full power of  substitution,  the  undersigned's  true and lawful
attorneys-in-fact to:

     1.   Execute  for and on behalf of the  undersigned,  in the  undersigned's
          capacity  as an  officer,  director  and/or  10%  shareholder  of  the
          Company,  Forms 3, 4 and 5 in  accordance  with  Section  16(a) of the
          Securities Exchange Act of 1934 and rules thereunder;

     2.   Do and perform  any and all acts for and on behalf of the  undersigned
          which may be  necessary  or desirable to complete and execute any such
          Form 3, 4 or 5 and  timely  file  such  form  with the  United  States
          Securities  and Exchange  Commission and any stock exchange or similar
          authority; and

     3.   Take any other action of any type  whatsoever in  connection  with the
          foregoing  which, in the opinion of such  attorney-in-fact,  may be of
          benefit  to, in the best  interests  of, or  legally  required  by the
          undersigned,  it being understood that the documents  executed by such
          attorneys-in-fact  on behalf of the undersigned pursuant to this Power
          of  Attorney  shall be in such form and shall  contain  such terms and
          conditions   as   such   attorneys-in-fact   may   approve   in   such
          attorneys-in-fact's reasonable discretion.

The undersigned hereby grants to the attorneys-in-fact  full power and authority
to do and perform any and every act and thing whatsoever  requisite,  necessary,
or proper to be done in the  exercise  of any of the rights  and  powers  herein
granted,  as fully to all intends and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation,  hereby
ratifying and  confirming all that such  attorneys-in-fact  shall lawfully do or
cause to be done by virtue of this power of  attorney  and the rights and powers
herein granted. The undersigned  acknowledges that neither the attorneys-in-fact
nor the Company are assuming any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

This  Power of  Attorney  shall  remain  in full  force  and  effect  until  the
undersigned  is no longer  required to file Forms 3, 4 and 5 with respect to the
undersigned's  holdings of and transactions in securities  issued by the Company
or until  such  attorneys-in-fact  are no longer  employed  by  Company,  unless
earlier  revoked  by  the  undersigned  in a  signed  writing  delivered  to the
foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
signed this 8th day of September, 2004.


By: /s/ Steven Edwards
   ----------------------

Name:  Steven Edwards

Title:  Chief Marketing Officer