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

June 1629, 2017

Date of Report (Date of earliest event reported)

SONUS NETWORKS, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	001-34115	04-3387074
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

DELAWARE
(State or Other Jurisdiction
of Incorporation)

001-34115
(Commission File Number)

04-3387074
(IRS Employer
Identification No.)

4 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):

ox Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnIn ~~June~~connection with the transaction (the “Transaction”) contemplated by the previously announced Agreement and Plan of Merger, dated as of May 1623, 2017, by and among Sonus Networks, Inc. (the “Company”), ~~and~~Solstice ~~Michelson~~Sapphire ~~Farm-Westford~~Investments, Inc., ~~Technology~~a ~~Park~~direct IVwholly-owned ~~Limited~~subsidiary ~~Partnership~~of (the Company (“~~Landlord~~NewCo”), ~~entered~~Solstice ~~into~~Sapphire, Inc., a ~~Second~~direct ~~Amendment~~wholly-owned tosubsidiary ~~Lease~~of ~~(the~~NewCo, ~~“Second~~Green ~~Amendment”)~~Sapphire Investments LLC, ~~which~~a ~~amends~~direct ~~that~~wholly-owned ~~certain~~subsidiary ~~lease~~of NewCo, ~~dated~~Green ~~August 11~~Sapphire LLC, ~~2010~~a ~~(the~~direct ~~“Original~~wholly-owned ~~Lease”),~~subsidiary byof ~~and~~NewCo, ~~between~~GENBAND ~~the~~Holdings Company (“GENBAND”), GENBAND Inc. (“GB”) and ~~the~~GENBAND ~~Landlord~~II, Inc. as(“GB ~~amended~~II” byand, ~~that~~together ~~certain~~with ~~First~~GENBAND ~~Amendment~~and ~~to Lease~~GB, ~~dated~~the ~~October 27,~~“GENBAND ~~2010~~Parties”) (the “~~First~~Merger ~~Amendment~~Agreement”), ~~and~~the ~~collectively~~U.S. ~~with~~Federal ~~the~~Trade ~~Original~~Commission ~~Lease~~on ~~and~~June 29, ~~the~~2017 ~~Second~~granted ~~Amendment,~~early termination of the ~~“Lease”),~~applicable ~~regarding~~waiting ~~its~~period ~~headquarters~~under atthe 4Hart-Scott-Rodino ~~Technology~~Antitrust ~~Park~~Improvements ~~Drive~~Act inof ~~Westford~~1976, ~~Massachusetts~~as amended (the “~~Headquarters~~HSR Act”), effective immediately.

The ~~Company~~early ~~will~~termination ~~continue to lease approximately 97,500 square feet~~ of ~~general~~the ~~office~~waiting ~~and~~period ~~laboratory~~under ~~space at~~ the ~~Headquarters~~HSR ~~for~~Act ansatisfies ~~additional~~one ~~ten years, commencing on September 1, 2018 until August 31, 2028. The average annual base rent for the initial term~~ of the ~~Second~~conditions ~~Amendment is approximately $1,190,000, or $99,000 per month. In addition~~ to ~~base rent,~~ the ~~Company~~closing ~~is obligated to pay monthly its proportionate share~~ of ~~estimated~~the ~~real estate taxes, operating costs, insurance and utilities~~Transaction. The ~~Company~~consummation ~~will also be entitled to an improvement allowance~~ of ~~$1,462,500,~~the ~~that~~Transaction ~~can~~remains besubject ~~applied~~to ~~toward~~the ~~specified~~remaining ~~improvements~~closing toconditions in the ~~Headquarters~~Merger Agreement.

~~The~~IMPORTANT ~~Company~~ADDITIONAL ~~will~~INFORMATION ~~have~~ABOUT ~~two~~THE ~~options~~TRANSACTION toWILL ~~extend~~BE ~~the~~FILED ~~term~~WITH ofTHE ~~the Lease for consecutive five-year periods each following the last day of the term of the Lease.~~SEC

~~The~~In ~~foregoing~~connection ~~description~~with the proposed transaction, NewCo has filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of the ~~material~~Company ~~terms~~and the GENBAND Parties and a prospectus of NewCo, and the ~~Second~~Company ~~Amendment~~and isthe ~~qualified~~parties bywill ~~its~~file ~~entirety~~with bythe ~~reference~~SEC other relevant documents concerning the proposed transaction. The Company will mail the definitive joint proxy statement/prospectus to the ~~full~~Company ~~terms~~stockholders ofand the ~~Second~~GENBAND ~~Amendment~~Party equity holders. THE COMPANY STOCKHOLDERS AND GENBAND PARTY EQUITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of ~~which~~the isjoint ~~filed~~proxy ~~herewith~~statement/prospectus asand ~~Exhibit 10.1~~other tofilings ~~this~~containing ~~Current~~information ~~Report~~about onthe ~~Form 8-K~~Company at the SEC’s website at www.sec.gov. The joint proxy statement/prospectus and ~~incorporated~~the ~~herein~~other filings may also be obtained free of charge from the Company’s Investor Relations website (http://investors.sonusnet.com/) or by ~~reference~~requesting them from the Company corporate secretary at Sonus Networks, Inc., 4 Technology Park Drive, Westford, Massachusetts 01886, Attention: Corporate Secretary.

~~Item~~The 9Company, NewCo, the GENBAND Parties and certain of their respective directors and executive officers, under the SEC’s rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction.~~01.~~ ~~Financial~~Information ~~Statements~~about the directors and ~~Exhibits~~executive officers of (i) the Company and their ownership of Company common stock and (ii) the GENBAND Parties and their ownership of equity in the applicable GENBAND Party is set forth in the joint proxy statement/prospectus.

~~(d) Exhibits~~Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction. Free copies of this document may be obtained as described in the preceding paragraphs.

10.1 Second Amendment to Lease, dated June 16, 2017, by and between Sonus Networks, Inc. and Michelson Farm-Westford Technology Park IV Limited Partnership.2

2NO OFFERS OR SOLICITATIONS

~~SIGNATURE~~This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

~~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.~~3

Date: June 21, 2017	SONUS NETWORKS, INC.
	By:	/s/ Jeffrey M. Snider
		Jeffrey M. Snider Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

SIGNATURE

3Pursuant 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.

Exhibit Index

Date: June 29, 2017	SONUS NETWORKS, INC.

	By:	/s/ Jeffrey M. Snider
		Jeffrey M. Snider
		Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

10.1 Second Amendment to Lease, dated June 16, 2017, by and between Sonus Networks, Inc. and Michelson Farm-Westford Technology Park IV Limited Partnership.4

Filing Compare · Sonus, Inc.