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
September 24, 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)
Item 5. OTHER EVENTS.
A copy of Sonus' press release, dated September 24, 2002, providing
an update on its business and financial outlook for the third quarter of fiscal
year 2002, is attached as Exhibit 99.1 hereto and incorporated by reference
herein.
The press release filed as an exhibit to this report includes "safe
harbor" language pursuant to the Private Securities Litigation Reform Act of
1995, as amended, indicating that certain statements about Sonus' business
contained in the press release are "forward-looking" rather than "historic." The
press release also states that these and other risks relating to Sonus' business
are set forth in the documents filed by Sonus with the Securities and Exchange
Commission.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit
99.1 Press release dated September 24, 2002 providing an update on Sonus'
business and financial outlook for the third quarter ended September 30,
2002.
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: September 24, 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)
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
For more information, please contact:
Investor Relations: Media Relations:
Jocelyn Lynds Beth Morrissey
978-589-8672 978-589-8579
jlynds@sonusnet.com bmorrissey@sonusnet.com
SONUS NETWORKS UPDATES BUSINESS OUTLOOK FOR Q3 FY2002
WESTFORD, Mass., September 24, 2002 - Sonus Networks (Nasdaq: SONS), a leading
provider of voice infrastructure solutions for the new public network, today
provided an update on its business and financial outlook for the third quarter
of fiscal year 2002.
As a result of the continued deterioration of the telecommunications market,
Sonus now expects revenues to be approximately $7.0 million for the third
quarter, which ends on September 30, 2002. Based on these revenues, the Company
expects to report an adjusted net loss of approximately $0.09 per diluted share
for the quarter, excluding stock-based compensation, amortization of goodwill
and purchased intangibles and restructuring charges.
"We are certainly disappointed that we are not able to achieve our financial
objectives for the third quarter," said Hassan Ahmed, president and CEO, Sonus
Networks. "The challenges facing service providers continue to adversely impact
our business in the short term. The telecommunications environment remains
extremely difficult, and we are carefully managing our cost structure as these
times demand.
"Despite the current market difficulties, we continue to win new customers each
quarter and we remain confident in the market opportunity that we are pursuing,"
added Ahmed.
Conference Call and Webcast Information
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Sonus Networks will host a conference call today, Tuesday, September 24, 2002,
beginning at 8:00 am Eastern time. To listen via telephone, the dial-in number
is 800-621-5170 or for international callers, 212-346-0306. Sonus will also host
a live webcast of the conference call. To access the webcast, visit Sonus'
Investor Relations site at http://www.sonusnet.com/investor.cfm.
A telephone playback of the call will be available following the conference and
can be accessed by calling 800-633-8284 or 402-977-9140. The reservation number
for the replay is 20891112. The telephone playback will be available through
Tuesday, October 8, 2002. The webcast will be also available on the Sonus
Networks Investor Relations site through Tuesday, October 8, 2002. To access the
replay of the webcast, visit http://www.sonusnet.com/investor.cfm.
About Sonus Networks
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Sonus Networks, Inc., is a leading provider of packet voice infrastructure
products for the new public network. With its Open Services Architecture(TM)
(OSA), Sonus delivers end-to-end solutions addressing a full range of carrier
applications, including trunking, residential access and Centrex, tandem
switching, and IP voice termination, as well as enhanced services. Sonus'
award-winning voice infrastructure solutions, including media gateways,
softswitches and network management systems, are deployed in service provider
networks worldwide. Sonus, founded in 1997, is headquartered in Westford,
Massachusetts. Additional information on Sonus is available at
http://www.sonusnet.com.
This release may contain projections or other forward-looking statements
regarding future events or the future financial performance of Sonus that
involve risks and uncertainties. Readers are cautioned that these
forward-looking statements are only predictions and may differ materially from
actual future events or results. Readers are referred to Sonus' Quarterly Report
on Form 10-Q, dated August 14, 2002 and filed with the SEC, which identifies
important risk factors that could cause actual results to differ from those
contained in the forward-looking statements. These risk factors include, among
others, the adverse effect of recent developments in the telecommunications
industry, the weakened financial position of many emerging service providers,
Sonus' ability to grow its customer base, dependence on new product offerings,
market acceptance of its products, rapid technological and market change and
manufacturing and sourcing risks.
# # #
Open Services Architecture is a trademark of Sonus Networks. All other
trademarks, service marks, registered trademarks, or registered service marks
are the property of their respective owners.