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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
DATE OF REPORT (Date of earliest event reported)
MARCH 2, 2007
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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 (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)
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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))
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ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
On March 2, 2007, Sonus Networks, Inc. (the "Company") received a NASDAQ Staff
Determination letter indicating that the Company is not in compliance with the
NASDAQ continued listing requirements set forth in Marketplace Rule 4310(c)(14)
due to the delayed filing of the Company's Form 10-K for the fiscal year ended
December 31, 2006. The Company had received NASDAQ Staff Determination letters
on August 14, 2006 and November 10, 2006, indicating that the Company was not in
compliance with the NASDAQ continued listing requirements set forth in
Marketplace Rule 4310(c) (14) due to the delay in the filing of its Forms 10-Q
for the fiscal quarters ended June 30, 2006 and September 30, 2006.
On September 27, 2006, the Company appeared before the NASDAQ Listing
Qualifications Panel (the "Panel") to present a plan for regaining compliance
with the NASDAQ continued listing requirements. On December 28, 2006, the Panel
granted the Company an exception to NASDAQ's filing requirements until February
12, 2007.
On February 8, 2007, the Company announced that the NASDAQ Listing and Hearing
Review Council (the "Listing Council") had called for review the Panel's
December 28, 2006 decision and determined to stay any suspension or delisting
action by the Panel on or after the February 12, 2007 deadline.
The Listing Council has not rendered a determination regarding whether to grant
the Company additional time to regain compliance with NASDAQ's filing
requirement. The Company's stock will remain listed on the NASDAQ Stock Market
pending further action by the Listing Council.
The Company is working diligently toward the completion of its restated
financial statements and the filing of its periodic reports with the Securities
and Exchange Commission to regain compliance with NASDAQ's listing requirements.
A copy of the Company's press release is attached hereto as Exhibit 99.1 and is
incorporated in this Item 3.01 by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press release of Sonus Networks, Inc. dated March 8, 2007
reporting receipt of NASDAQ notice.
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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: March 8, 2007 SONUS NETWORKS, INC.
By: /s/ Charles J. Gray
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Charles J. Gray
Vice President & General Counsel
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EXHIBIT INDEX
99.1 Press release of Sonus Networks, Inc. dated March 8, 2007 reporting
receipt of NASDAQ notice.
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