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UNITED STATES
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
August 15, 2005
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.)
250 APOLLO DRIVE, CHELMSFORD, MASSACHUSETTS 01824
(Address of Principal Executive Offices) (Zip Code)
(978) 614-8100
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Effective August 15, 2005, Paul K. McDermott commenced employment as Vice
President, Finance and Corporate Controller of Sonus Networks, Inc. (the
"Company"). A copy of the press release dated August 15, 2005 announcing the
employment of Mr. McDermott is attached as Exhibit 99.1 hereto and incorporated
herein by reference.
Pursuant to a written offer letter dated August 11, 2005, a copy of which
is attached as Exhibit 10.1 hereto and incorporated herein by reference, Mr.
McDermott will receive annual base compensation of $190,000. He is eligible for
an "on target bonus" of 20% of his annual base salary subject to the achievement
of specific objectives. Mr. McDermott will receive an option to purchase 150,000
shares of the Company's common stock at an exercise price of the closing price
of the Company's common stock on the NASDAQ National Market on the date of
grant, with 25% of the number of options vesting on the first anniversary of his
commencement date and the remaining 75% vesting in equal monthly increments
through the fourth anniversary of the commencement date. Mr. McDermott is an
employee-at-will.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective August 15, 2005, Paul K. McDermott commenced employment as Vice
President, Finance and Corporate Controller of the Company. Mr. McDermott will
serve as the Company's principal accounting officer and as an executive officer
reporting under Section 16(a) of the Securities Exchange Act of 1934.
Mr. McDermott served as Chief Financial Officer, Treasurer and Secretary of
Network Intelligence Corporation, a supplier of appliance-based security event
management products, from June 2002 until March 2005. Prior to serving in that
role, Mr. McDermott served as Chief Financial Officer, Vice President of Finance
& Administration, Treasurer and Secretary of Firepond, Inc., a global provider
of integrated sales and e-services software solutions from January 1999 to
January 2002. Mr. McDermott is 43 years old.
Exhibits 10.1 and 99.1 and the disclosure in Item 1.01 of this Current
Report on Form 8-K are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 Offer Letter between Sonus Networks, Inc. and Paul K. McDermott
dated August 9, 2005.
99.1 Press release of Sonus Networks, Inc. dated August 15, 2005
announcing employment of Vice President, Finance and Corporate
Controller.
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: August 15, 2005 SONUS NETWORKS, INC.
By:
/s/ Ellen Richstone
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Ellen Richstone
Chief Financial Officer
EXHIBIT INDEX
10.1 Offer Letter between Sonus Networks, Inc. and Paul K. McDermott
dated August 9, 2005.
99.1 Press release of Sonus Networks, Inc. dated August 15, 2005
announcing employment of Vice President, Finance and Corporate
Controller.