This excerpt taken from the SONS 8-K filed Dec 29, 2008.
WESTFORD, MA, December 29, 2008 Sonus Networks, Inc. (Nasdaq: SONS), a market leader in IP communications infrastructure, announced today that its Board of Directors has undertaken measures intended to strengthen its corporate governance policies. In furtherance of such measures, the Company announced that it intends to seek stockholder approval of a proposal to declassify its Board at the 2009 Annual Meeting of Stockholders. The exact terms of the proposal, including the period over which such declassification will occur, will be determined in the future and described in the Companys proxy materials relating to its 2009 Annual Meeting.
The Company also announced that it has formally separated the roles of Chairman and CEO, and appointed director Howard E. Janzen as non-executive Chairman of the Board, effective immediately. Mr. Janzen, 54, has been a director since January 2006 and currently serves as Chief Executive Officer and a director of One
Communications, a supplier of integrated advanced telecommunications solutions to businesses.
In addition, the Company announced that Edward T. Anderson has retired from the Board of Directors, effective immediately. Since November 1997, Ed has provided the Company with valuable advice through its various stages of development. We thank him for his many years of dedicated service, said Mr. Janzen.
This excerpt taken from the SONS 8-K filed Dec 15, 2008.
Westford, MA, December 15, 2008 - Sonus Networks, Inc. (Nasdaq: SONS), a market leader in IP communications infrastructure, today announced that Guru Pai has joined the executive team of Sonus as senior vice president, effective immediately. Pai will report directly to the companys president and chief executive officer.
In this newly created role, Pai will have direct responsibility for Sonus sales and services organizations, business development and corporate strategy functions. Pai will be responsible for Sonus overall go-to-market strategy, enabling the senior leadership of the sales and services organizations to better focus on customer and partner needs. Pai will also help drive cost efficiencies and support the strategy for profitable growth.
Guru brings a combination of extensive industry knowledge, a proven track record of building strategic partnerships to grow profitable businesses, and a clear vision for effective corporate strategy, commented Richard Nottenburg, president and chief executive officer of Sonus Networks. I am confident that Guru will have an immediate and positive impact on our business.
Reporting directly to Pai at Sonus will be Mohammed Shanableh, who will continue in his role of vice president of worldwide sales, and also take responsibility for customer fulfillment. In addition, Matt Dillon, vice president of global services, who is responsible for global service delivery, will also report to Pai in his current role.
Pai, 43, brings over 20 years experience in the telecom industry to Sonus, having held senior business development and product management positions at Motorola and senior sales and marketing positions at Lucent Technologies. Pai was part of the early management teams at two successful venture-funded companies, Veveo and Winphoria. Prior to joining Sonus, Pai served as vice president, business development and marketing at Veveo, focused on mobile web video search. Before joining Veveo in 2005, Pai was instrumental in the development and growth of Motorolas core network business unit as vice president. Pai joined Motorola in 2003 through its acquisition of Winphoria, a pioneer in packet based mobile switching centers for wireless operators, where he served as vice president, product management and business development.
Pai holds an MBA from the Wharton School of the University of Pennsylvania and a masters degree in electrical engineering (MSEE) from the New Jersey Institute of Technology, having earned his BSEE at Kamatak University in India.
This excerpt taken from the SONS 8-K filed Dec 11, 2008.
Westford, MA, December 11, 2008 - Sonus Networks, Inc. (Nasdaq: SONS), a market leader in IP communications infrastructure, today announced a company restructuring initiative to reduce its workforce by approximately 50 people, or 5% of employees worldwide, to facilitate ongoing business transformation and continued investment in high growth opportunities.
We are right-sizing the business to align with market opportunities and improve speed and agility while managing our costs to position the Company for profitable growth, commented Richard Nottenburg, president and CEO of Sonus Networks. We will continue to invest in those high growth opportunities which return the greatest value to all our stakeholders and we are committed to generating solid financial returns for our shareholders, building category leadership and delivering innovative, market-leading technology to our customers.
The Company expects to incur restructuring charges for severance and related costs of approximately $850,000 to $950,000 on a pre-tax basis in the fourth quarter of fiscal 2008 in connection with this action and anticipates annual compensation-related cash savings of approximately $5 million to $6 million as a result of these reductions.
While Sonus is eliminating jobs in some areas of the business, it continues to hire for select positions in some geographies to support business plans. Additionally, the Company will continue to monitor and respond to the macroeconomic environment and may initiate further restructuring plans in the future.
The actions related to this restructuring initiative are expected to be completed in the fourth quarter of 2008.
This excerpt taken from the SONS 8-K filed Dec 9, 2008.
Westford, MA, December 9, 2008 - Sonus Networks, Inc. (Nasdaq: SONS), a market leader in IP communications infrastructure, today confirmed the deadlines for shareholder proposals and director nominations for its 2009 annual meeting of shareholders, which will be scheduled as appropriate.
If a shareholder wishes to have a proposal considered for inclusion in the Companys proxy materials for the 2009 annual meeting, the proposal must comply with the SECs proxy rules, be stated in writing and be received by the Company on or before the close of business on Friday, January 9, 2009. This deadline is established by the SECs proxy rules and is later than the deadline previously disclosed by the Company in the Companys proxy statement for its 2008 annual meeting.
In addition, in order for a shareholder proposal, including nominations for directors, to be properly brought before the 2009 annual meeting, the proposal must comply with the Companys By-Laws and be received by the Secretary of the Company on or before the close of business on Friday, January 9, 2009. This deadline is established by the Companys By-Laws and is earlier than the deadline previously disclosed by the Company in the Companys proxy statement for its 2008 annual meeting. Any
proposals should be mailed to the Company at 7 Technology Park Drive, Westford, MA 01886, Attention: Corporate Secretary.
This excerpt taken from the SONS 8-K filed Oct 7, 2008.
WESTFORD, MA, October 7, 2008 - Sonus Networks (Nasdaq: SONS), a market leader in IP communications infrastructure, today announced that based on its review to date, the Company expects to report a significant decrease in year-over-year revenue for the quarter ended September 30, 2008. The Company further expects that its year-over-year revenue for the full year 2008 will decrease from the full year 2007.
The Company continues to maintain a solid financial base, ending the third quarter with no debt and with cash, cash equivalents, marketable securities and long-term investments totaling more than $400 million, up from approximately $398 million at the end of the second quarter 2008.
We are disappointed with our expected revenue for the third quarter and the second half of 2008, said Richard Nottenburg, president and CEO of Sonus Networks. Our business experienced weakness toward the end of the quarter, due to several factors including the challenging environment. We expect this to continue for the foreseeable future.
The Company will provide additional financial details for the three and nine months ended September 30, 2008 in its quarterly earnings release and conference call, scheduled for November 6, 2008. Information regarding the conference call details will be provided at a later date.
This excerpt taken from the SONS 8-K filed Jun 27, 2008.
WESTFORD, MA., June 26, 2008 Sonus Networks, Inc. (Nasdaq: SONS), a market leader in IP communications infrastructure, today announced that the Companys Board of Directors has adopted a limited duration stockholder rights plan.
The three-year stockholder rights plan is designed to protect stockholders, to the extent possible, from a creeping acquisition and other tactics to gain control of the Company without offering all stockholders an adequate price and control premium. The rights plan is intended to protect the interests of all Sonus stockholders and it provides the Board of Directors with the environment to maximize long-term stockholder value.
The Board of Directors has adopted this plan in response to recent heavy trading volumes in the Companys common stock and the absence of an agreement with the Companys largest stockholder, Legatum Capital Limited, with respect to Legatums involvement with the Company. The Company stated that, despite its best efforts to engage Legatum Capital Limited in meaningful discussions concerning the business and future prospects of the Company and Legatums investment in the Company, it has been unsuccessful in bringing those discussions to a satisfactory conclusion.
We continue to remain open to discussions with Legatum about the Company, its business and prospects, as well as Legatums investment in Sonus, commented Richard Nottenburg, CEO of Sonus Networks. Regrettably, we have not received the necessary assurances from Legatum under the
securities laws, to allow us to have the confidential and full discussion we believe is needed to resolve Legatums issues.
Under the stockholder rights plan, preferred stock purchase rights will be distributed as a dividend at the rate of one right for each share of common stock of the Company held by stockholders of record as of the close of business on July 7, 2008. The rights will expire on June 26, 2011.
The rights generally will be exercisable only if a person or group acquires beneficial ownership of 15% or more of the Companys common stock (which includes for this purpose shares of common stock referenced in derivative transactions or securities), or commences or publicly announces a tender or exchange offer upon consummation of which they would beneficially own 15% or more of the Companys common stock. A person or group who beneficially owns 15% or more of the outstanding shares of the Companys common stock prior to the adoption of the rights plan will not cause the rights to become exercisable upon adoption of the rights plan. As a result, the rights will not be triggered even though Legatum Capital and its affiliates have reported that they beneficially owned approximately 24.8% of the outstanding shares of the Companys common stock prior to the adoption of the rights plan based on Legatums public filings. However, Legatum Capital and its affiliates will cause the rights to become exercisable if they (subject to certain limited exceptions) become the beneficial owner of additional shares of the Companys common stock or their beneficial ownership decreases below 15% and subsequently increases to 15% or more.
The rights will be issued as a non-taxable dividend and will expire 3 years from the date of the adoption of the rights plan, unless earlier redeemed or exchanged. Stockholders may recognize taxable income if and when the rights become exercisable or if the rights should ever be redeemed.
A copy of the rights plan will be filed with the Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.
This excerpt taken from the SONS DEFA14A filed Jun 20, 2008.
Westford, MA., June 20, 2008 - Sonus Networks (Nasdaq: SONS), a market leader in IP communications infrastructure, announced today that it has sent the letter set forth below to Legatum Capital in response to Legatums letter to Sonus dated June 18, 2008.
This excerpt taken from the SONS DEFA14A filed Jun 19, 2008.
Westford, MA., June 19, 2008 - Sonus Networks (Nasdaq: SONS), a market leader in IP communications infrastructure, announced today that its board of directors has received a communication from Legatum Capital. Sonus always welcomes engaging with shareholders on how it can improve its market position, and increase shareholder value, however, the board feels that the Legatum communication does neither. Sonus has established itself as a leader in IP communications infrastructure, and the company is committed to delivering strong performance and fulfilling the needs and expectations of customers and investors. While the board is committed to an ongoing dialogue with Legatum, it will continue to pursue a strategic course which is in the best long-term interests of the company and its shareholders.
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