As filed with the Securities and Exchange Commission on August 1, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SONUS NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 04-3387074 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
4 Technology Park Drive, Westford, Massachusetts | | 01886 |
(Address of Principal Executive Offices) | | (Zip Code) |
2007 Stock Incentive Plan, As Amended
(Full title of the plan)
Jeffrey M. Snider
Senior Vice President, Chief Administrative Officer and General Counsel
Sonus Networks, Inc.
4 Technology Park Drive
Westford, Massachusetts 01886
(Name and address of agent for service)
(978) 614-8100
(Telephone number, including area code, of agent for service)
Copies to:
Jonathan Wolfman
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6833
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | | Accelerated filer x | | Non-accelerated filer o | | Smaller reporting company o |
| | | | (Do not check if a smaller reporting company) | | |
CALCULATION OF REGISTRATION FEE
| | | | | | | | | |
Title of securities
to be registered | | Amount to be
registered(1) | | Proposed maximum
offering price
per share(2) | | Proposed maximum
aggregate
offering price(2) | | Amount of
registration fee | |
Common Stock, $0.001 par value per share | | 21,000,000 | | $ | 3.38 | | $ | 70,980,000 | | $ | 9,681.67 | |
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| |
(2) | This estimate is made solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and is based upon the average of the high and low prices of the registrant’s common stock as reported on the NASDAQ Global Select Market on July 31, 2013. |
| | | | | | | | | | | | | |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 21,000,000 shares of the registrant’s common stock, $0.001 par value per share, to be issued under the registrant’s 2007 Stock Incentive Plan, as amended, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of the following Registration Statements on Form S-8 previously filed by the registrant with the Securities and Exchange Commission:
(1) Registration Statement on Form S-8 (File No. 333-150022), filed on April 1, 2008, relating to 9,500,000 shares of common stock to be offered and sold under the registrant’s 2007 Stock Incentive Plan;
(2) Registration Statement on Form S-8 (File No. 333-163684), filed on December 11, 2009, relating to an additional 5,402,701 shares of common stock to be offered and sold under the registrant’s 2007 Stock Incentive Plan, as amended; and
(3) Registration Statement on Form S-8 (File No. 333-170285), filed on November 2, 2010, relating to an additional 20,000,000 shares of common stock to be offered and sold under the registrant’s 2007 Stock Incentive Plan, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents, which are on file with the Commission, are incorporated in this Registration Statement by reference:
(a) The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012;
(b) The registrant’s Quarterly Reports on Form 10-Q for the fiscal quarterly periods ended March 29, 2013 and June 28, 2013;
(c) The registrant’s Current Reports on Form 8-K filed with the Commission on February 19, 2013, April 1, 2013, June 13, 2013, June 18, 2013, and June 24, 2013 and Item 5.02 of, and Exhibits 10.1 and 10.2 to, the registrant’s Current Report on Form 8-K filed with the Commission on July 29, 2013;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant’s Annual Report referred to in (a) above; and
(e) The descriptions of the registrant’s common stock contained in the registrant’s Registration Statement on Form 8-A filed with the Commission on April 5, 2000 pursuant to Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such descriptions.
All documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
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the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished but not filed on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The Exhibit Index immediately following the signature page is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westford, the Commonwealth of Massachusetts, on August 1, 2013.
| SONUS NETWORKS, INC. |
| | |
| By: | /s/ Jeffrey M. Snider |
| Name: | Jeffrey M. Snider |
| Title: | Senior Vice President, Chief Administrative Officer and |
| General Counsel |
POWER OF ATTORNEY
We, the undersigned officers and directors of Sonus Networks, Inc., hereby severally constitute and appoint Maurice Castonguay and Jeffrey Snider, each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Sonus Networks, Inc. t o comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | | Title | | Date |
| | | | |
/s/ Raymond P. Dolan | | President and Chief Executive Officer | | August 1, 2013 |
Raymond P. Dolan | | (Principal Executive Officer) | | |
| | and Director | | |
| | | | |
/s/ Maurice L. Castonguay | | Senior Vice President and Chief Financial Officer | | August 1, 2013 |
Maurice L. Castonguay | | (Principal Financial Officer and | | |
| | Principal Accounting Officer) | | |
| | | | |
/s/ Howard E. Janzen | | Chairman | | August 1, 2013 |
Howard E. Janzen | | | | |
| | | | |
/s/ James K. Brewington | | Director | | August 1, 2013 |
James K. Brewington | | | | |
| | | | |
/s/ John P. Cunningham | | Director | | August 1, 2013 |
John P. Cunningham | | | | |
| | | | |
/s/ Beatriz V. Infante | | Director | | August 1, 2013 |
Beatriz V. Infante | | | | |
| | | | |
/s/ John A. Schofield | | Director | | August 1, 2013 |
John A. Schofield | | | | |
| | | | |
/s/ Scott E. Schubert | | Director | | August 1, 2013 |
Scott E. Schubert | | | | |
| | | | |
/s/ H. Brian Thompson | | Director | | August 1, 2013 |
H. Brian Thompson | | | | |
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EXHIBIT INDEX
Exhibit
Number | | Description |
5.1 | | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the registrant. |
23.1 | | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1). |
23.2 | | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. |
24.1 | | Power of Attorney (included on the signature page). |
99.1 | | 2007 Stock Incentive Plan, as amended, as filed with the registrant’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 25, 2013 and incorporated herein by reference. |
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