SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Amendment No.__
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SONUS NETWORKS INC.
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(Name of Issuer)
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Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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835916107
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(CUSIP Number)
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September 23, 2011
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 9 Pages)
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CUSIP No. 835916107
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13G
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Page 2 of 9
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1
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NAMES OF REPORTING PERSONS
Empire Capital Management, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
16,722,800 Shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
16,722,800 Shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,722,800 Shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 835916107
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13G
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Page 3 of 9
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1
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NAMES OF REPORTING PERSONS
Scott A. Fine
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
16,722,800 Shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
16,722,800 Shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,722,800 Shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 835916107
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13G
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Page 4 of 9
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1
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NAMES OF REPORTING PERSONS
Peter J. Richards
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
16,722,800 Shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
16,722,800 Shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,722,800 Shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
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12
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TYPE OF REPORTING PERSON
IN
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This statement on Schedule 13G (the "Schedule 13G") relates to the Common Stock (as defined below) of the Company (as defined below).
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Item 1 (a).
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NAME OF ISSUER.
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The name of the issuer is SONUS NETWORKS INC (the "Company").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The Company's principal executive offices are located at 4 Technology Park Drive, Westford, MA 01886.
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Item 2 (a).
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NAME OF PERSON FILING:
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This statement is filed by:
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(i)
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Empire Capital Management, LLC, a Delaware limited liability company ("Empire Management") with respect to the shares of Common Stock directly held by certain funds to which Empire Management serves as investment manager (the “Empire Funds”);
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(ii)
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Mr. Scott A. Fine ("Mr. Fine"), with respect to the shares of Common Stock directly held by the Empire Funds. Mr. Fine disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities pursuant to Section 13 of the Act; and
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(iii)
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Mr. Peter J. Richards ("Mr. Richards"), with respect to the shares of Common Stock directly held by the Empire Funds. Mr. Richards disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities pursuant to Section 13 of the Act.
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The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
Empire Management serves as the investment manager to and has investment discretion over the securities held by the Empire Funds. Mr. Fine and Mr. Richards are the only Managing Members of Empire Management.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person.
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CUSIP No. 835916107
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13G
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Page 6 of 9
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of each of the Reporting Persons is 1 Gorham Island, Suite 201, Westport, CT 06880.
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Item 2(c).
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CITIZENSHIP:
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Empire Management is a limited liability company organized under the laws of the State of Delaware. Messrs. Fine and Richards are each a United States citizen.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common stock, $0.001 par value per share (the "Common Stock").
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Item 2(e).
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CUSIP NUMBER:
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835916107
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g)
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Parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:
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CUSIP No. 835916107
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13G
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Page 7 of 9
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Item 4.
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OWNERSHIP.
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The percentages set forth in this Schedule 13G are calculated based upon 278,511,802 shares of Common Stock issued and outstanding, which is the number of shares of Common Stock issued and outstanding as of July 20, 2011 as reported by the Company in its Form 10-Q filed on August 2, 2011.
The information as of the filing date required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Note applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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CUSIP No. 835916107
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13G
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Page 8 of 9
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Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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By:
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/s/ Scott A. Fine
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Name: Scott. A. Fine
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Title: Individually, and as Managing Member of Empire Capital Management, L.L.C.
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/s/ Peter J. Richards
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Name: Peter J. Richards
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Title: Individually, and as Managing Member of Empire Capital Management, L.L.C.
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CUSIP No. 835916107
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13G
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Page 9 of 9
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By:
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/s/ Scott A. Fine
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Name: Scott. A. Fine
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Title: Individually, and as Managing Member of Empire Capital Management, L.L.C.
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/s/ Peter J. Richards
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Name: Peter J. Richards
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Title: Individually, and as Managing Member of Empire Capital Management, L.L.C.
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