================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FEBRUARY 28, 2007 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) ---------- SONUS NETWORKS, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 000-30229 04-3387074 ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 7 TECHNOLOGY PARK DRIVE, WESTFORD, MASSACHUSETTS 01886 (Address of Principal Executive Offices) (Zip Code) (978) 614-8100 (Registrant's telephone number, including area code) ---------- 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)) ================================================================================ The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 28, 2007, Sonus Networks, Inc. (the "Registrant") issued a press release reporting certain financial results for the quarter and year ended December 31, 2006. A copy of the press release is attached as Exhibit 99.1 hereto. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed: 99.1 Press release of Sonus Networks, Inc. dated February 28, 2007 reporting certain financial results for the quarter and year ended December 31, 2006. 2 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: February 28, 2007 SONUS NETWORKS, INC. By: /s/ Ellen Richstone ----------------------- Ellen Richstone Chief Financial Officer 3 EXHIBIT INDEX 99.1 PRESS RELEASE OF SONUS NETWORKS, INC. DATED FEBRUARY 28, 2007 REPORTING CERTAIN FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2006. 4