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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
June 27, 2002
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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SONUS NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-30229 04-3387074
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
5 CARLISLE ROAD, WESTFORD, MASSACHUSETTS 01886
(Address of Principal Executive Offices) (Zip Code)
(978) 692-8999
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES TO REGISTRANT'S CERTIFYING ACCOUNTANTS.
Sonus Networks, Inc. ("Sonus") dismissed Arthur Andersen LLP
("Andersen") as its independent accountants and appointed Ernst and Young LLP
("Ernst and Young") as its new independent accountants, effective June 27, 2002.
The decision to dismiss Andersen and to retain Ernst and Young was approved by
Sonus' Board of Directors upon the recommendation of its Audit Committee.
During Sonus' two most recent fiscal years ended December 31, 2001 and
2000, and the subsequent interim period through the date of this report, there
were no disagreements between Sonus and Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to Andersen's satisfaction would
have caused them to make reference to the subject matter of the disagreement in
connection with their reports.
None of the reportable events described under Item 304(a)(1)(v) of
Regulations S-K occurred within Sonus' two most recent fiscal years and the
subsequent interim period through the date of this report.
The audit reports of Andersen on the consolidated financial statements
of Sonus and its subsidiaries as of and for the fiscal years ended December 31,
2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or accounting
principles.
Sonus provided Andersen with a copy of the above disclosure statements.
Attached as Exhibit 16.1 is a copy of Andersen's letter, dated June 27, 2002,
stating its agreement with these disclosure statements.
Sonus did not consult with Ernst and Young on any accounting or
auditing matters during the two most recent fiscal years ended December 31, 2001
and 2000 and the subsequent interim period through the date of this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBIT
16.1 Copy of Andersen's letter, dated June 27, 2002, stating its agreement
with certain disclosure statements outlined in Item 4.
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: June 27, 2002 SONUS NETWORKS, INC.
By: /s/ Stephen J. Nill
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Stephen J. Nill
Chief Financial Officer, Vice President of
Finance and Administration and Treasurer
(Principal Financial and Accounting Officer)