Ribbon Communications Inc - Ordinary Shares Inactive
Filed: 27 Oct 17, 12:00am
As filed with the Securities and Exchange Commission on October 27, 2017
Registration No. 333-219721
Registration No. 333-214314
Registration No. 333-205963
Registration No. 333-202360
Registration No. 333-194207
Registration No. 333-190318
Registration No. 333-183562
Registration No. 333-170285
Registration No. 333-163684
Registration No. 333-124777
Registration No. 333-150022
Registration No. 333-105215
Registration No. 333-54932
Registration No. 333-53970
Registration No. 333-43334
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-219721
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-214314
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-205963
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-202360
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-194207
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-190318
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-183562
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-170285
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-163684
Post-Effective Amendment No. 2 to Form S—8 Registration Statement No. 333-124777
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-150022
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-105215
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-54932
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-53970
Post-Effective Amendment No. 1 to Form S—8 Registration Statement No. 333-43334
UNDER
THE SECURITIES ACT OF 1933
SONUS, 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) |
Amended and Restated Stock Incentive Plan
Performance Technologies, Incorporated 2001 Stock Option Plan
Performance Technologies, Incorporated 2003 Omnibus Incentive Plan
Performance Technologies, Incorporated 2012 Stock Incentive Plan
2008 Stock Incentive Plan
Amended and Restated 1997 Stock Incentive Plan
Amended and Restated 2000 Employee Stock Purchase Plan, As Amended
Telecom Technologies, Inc. Amended and Restated 1998 Equity Incentive Plan
Sonus Networks, Inc. 2000 Retention Plan
(Full titles of the plans)
Jeffrey M. Snider
Sonus, Inc.
c/o 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o |
| Accelerated filer | x |
Non-accelerated filer | o (Do not check if smaller reporting company) |
| Smaller reporting company | o |
|
|
| Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective Amendments”), filed by Sonus, Inc. (formerly known as Sonus Networks, Inc.), a Delaware corporation (the “Company”), remove from registration all shares of the Company’s common stock, $0.001 par value per share (the “Shares”), registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements.
Registration |
| Date Filed with the |
| Name of Equity Plan or |
| Original Shares Registered |
|
333-43334 |
| August 9, 2000 |
| Amended and Restated 1997 Stock Incentive Plan, 2000 Employee Stock Purchase Plan |
| 969,524 |
|
333-53970 |
| January 19, 2001 |
| Telecom Technologies, Inc. Amended and Restated 1998 Equity Incentive Plan, Sonus Networks, Inc. 2000 Retention Plan |
| 1,083,841 |
|
333-54932 |
| February 2, 2001 |
| Sonus Networks, Inc. Amended and Restated 1997 Stock Incentive Plan |
| 2,172,469 |
|
333-105215 |
| May 14, 2003 |
| Amended and Restated 1997 Stock Incentive Plan, 2000 Employee Stock Purchase Plan |
| 8,000,000 |
|
333-124777 |
| May 10, 2005 |
| Amended and Restated 1997 Stock Incentive Plan |
| 8,000,000 | * |
333-150022 |
| April 1, 2008 |
| 2007 Stock Incentive Plan |
| 1,900,000 |
|
333-163684 |
| December 11, 2009 |
| 2007 Stock Incentive Plan, As Amended |
| 1,080,540 |
|
333-170285 |
| November 2, 2010 |
| 2007 Stock Incentive Plan, As Amended |
| 4,000,000 |
|
333-183562 |
| August 27, 2012 |
| 2008 Equity Incentive Plan |
| 1,015,960 |
|
333-190318 |
| August 1, 2013 |
| 2007 Stock Incentive Plan, As Amended |
| 4,200,000 |
|
333-194207 |
| February 28, 2014 |
| Performance Technologies, Incorporated 2001 Stock Option Plan, Performance Technologies, Incorporated 2003 Omnibus Incentive Plan, Performance Technologies, Incorporated 2012 Omnibus Incentive Plan |
| 538,467 |
|
333-202360 |
| February 27, 2015 |
| 2007 Stock Incentive Plan, As Amended |
| 3,096,173 |
|
333-205963 |
| July 30, 2015 |
| 2007 Stock Incentive Plan, As Amended |
| 1,400,000 |
|
333-214314 |
| October 28, 2016 |
| Amended and Restated Stock Incentive Plan |
| 800,000 |
|
333-219721 |
| August 4, 2017 |
| Amended and Restated Stock Incentive Plan |
| 900,000 |
|
* On December 11, 2009, pursuant to a Post-Effective Amendment No. 1, the Company deregistered 1,080,540 shares from Registration Statement on Form S-8 (Registration No. 333-124777)
Unless otherwise indicated, all references herein to share numbers have been adjusted to give effect to the one-for-five reverse stock split of the Company’s common stock that was made effective on the NASDAQ Global Select Market as of the commencement of trading on January 30, 2015.
On October 27, 2017, pursuant to the Agreement and Plan of Merger, dated as of May 23, 2017 (the “Merger Agreement”), by and among the Company, Solstice Sapphire Investments, Inc., a wholly-owned subsidiary of the Company (“NewCo”), Solstice Sapphire, Inc., a wholly-owned subsidiary of NewCo (“Solstice Merger Sub”), Green Sapphire Investments LLC, a wholly-owned subsidiary of NewCo (“Cayman Merger Sub”), Green Sapphire LLC, a wholly-owned subsidiary of NewCo (“GB Merger Sub”), GENBAND Holdings Company (“GENBAND”), GENBAND Inc. (“GB”) and GENBAND II, Inc. (“GB II”), (i) Solstice Merger Sub merged with and into the Company, with the Company surviving such merger as a wholly-owned subsidiary of NewCo, (ii) Cayman Merger Sub merged with and into GENBAND, with GENBAND surviving such merger as a wholly-owned subsidiary of NewCo, (iii) GB merged with and into GB Merger Sub, with GB Merger Sub surviving such merger as a wholly-owned subsidiary of NewCo and (iv) GB II merged with and into GB Merger Sub, with GB Merger Sub surviving such merger as a wholly-owned subsidiary of NewCo (such mergers in clauses (i) through (iv) above, collectively, the “Mergers”).
In connection with the Mergers, the Company is terminating all offerings of its Shares pursuant to the Registration Statements and deregistering the remaining securities registered but unsold under the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares which remain unsold at the termination of the offerings, the Company hereby removes and withdraws from registration any and all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof.
SIGNATURES
Pursuant to Rule 478 under the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Westford, Commonwealth of Massachusetts, on October 27, 2017.
| SONUS, INC. | |
|
| |
| By: | /s/ Daryl E. Raiford |
| Name: | Daryl E. Raiford |
| Title: | President and Secretary |