0001341004-14-000914.txt : 20141020 0001341004-14-000914.hdr.sgml : 20141020 20141020145632 ACCESSION NUMBER: 0001341004-14-000914 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141020 DATE AS OF CHANGE: 20141020 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SONUS NETWORKS INC CENTRAL INDEX KEY: 0001105472 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 043387074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60815 FILM NUMBER: 141163792 BUSINESS ADDRESS: STREET 1: 4 TECHNOLOGY PARK DRIVE CITY: WESTFORD STATE: MA ZIP: 01886 BUSINESS PHONE: 9786148100 MAIL ADDRESS: STREET 1: 4 TECHNOLOGY PARK DRIVE CITY: WESTFORD STATE: MA ZIP: 01886 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALAHAD SECURITIES LTD CENTRAL INDEX KEY: 0001401054 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P.O. BOX 506625 CITY: DUBAI STATE: C0 ZIP: 00000 BUSINESS PHONE: 971-4317-5800 MAIL ADDRESS: STREET 1: P.O. BOX 506625 CITY: DUBAI STATE: C0 ZIP: 00000 SC 13G/A 1 sc13ga1.htm SCHEDULE 13G sc13ga1.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
 
Sonus Networks, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
835916107
(CUSIP Number)
 
October 17, 2014
(Date of Event which Requires Filing of this Statement)
 

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[  ] Rule 13d-1(b)
 
[X] Rule 13d-1(c)
 
[ ] Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No.  835916107
Page 2 of 10 Pages
 
1
 
NAME OF REPORTING PERSON
 
Galahad Securities Limited
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(See Instructions)
 
(a)
 
o
   
(b)
 
 o
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
5
 
SOLE VOTING POWER
 
0
 
6
 
SHARED VOTING POWER
 
6,229,353 (1)
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
8
 
SHARED DISPOSITIVE POWER
 
6,229,353 (1)
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,229,353
 
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.5% of the total shares of Common Stock*
 
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
(1)
  
Shared with the other Reporting Persons (defined below) solely by virtue of the fact that Galahad Securities Limited ("GSL"), the holder of these shares, is a direct wholly owned subsidiary of Legatum Capital Limited ("LCL"), and an indirect wholly owned subsidiary of each other Reporting Person.
     
*
  
Based on a total of 249,508,648 shares of Common Stock, par value $0.001 per share (the "Stock"), outstanding as of October 3, 2014, as last reported by the Issuer in the Schedule 14A filed with the U.S. Securities and Exchange Commission on October 15, 2014.
 
 
 
 
 
CUSIP No.  835916107
Page 3 of 10 Pages
 
1
 
NAME OF REPORTING PERSON
 
Legatum Capital Limited
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(See Instructions)
 
(a)
 
o
   
(b)
o
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
 
5
 
SOLE VOTING POWER
 
0
6
 
SHARED VOTING POWER
 
6,229,353 (1)
7
 
SOLE DISPOSITIVE POWER
 
0
8
 
SHARED DISPOSITIVE POWER
 
6,229,353 (1)
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,229,353
 
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.5% of the total shares of Common Stock*
 
12 
 
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
(1)
  
Shared with the other Reporting Persons (defined below) solely by virtue of the fact that GSL, the holder of these shares, is a direct wholly owned subsidiary of LCL, and an indirect wholly owned subsidiary of each other Reporting Person.
     
*
  
Based on a total of 249,508,648 shares of Stock, outstanding as of October 3, 2014, as last reported by the Issuer in the Schedule 14A filed with the U.S. Securities and Exchange Commission on October 15, 2014.
 
 
 
 
 
CUSIP No.  835916107
Page 4 of 10 Pages
 
1
 
NAME OF REPORTING PERSON
 
Legatum Global Holdings Limited
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(See Instructions)
 
(a)
 
o
   
(b)
 
 o
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
5
 
SOLE VOTING POWER
 
0
 
6
 
SHARED VOTING POWER
 
6,229,353 (1)
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
8
 
SHARED DISPOSITIVE POWER
 
6,229,353 (1)
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,229,353
 
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.5% of the total shares of Common Stock*
 
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
(1)
  
Shared with the other Reporting Persons (defined below) solely by virtue of the fact that GSL, the holder of these shares, is a direct wholly owned subsidiary of LCL, and an indirect wholly owned subsidiary of each other Reporting Person.
     
*
  
Based on a total of 249,508,648 shares of Stock, outstanding as of October 3, 2014, as last reported by the Issuer in the Schedule 14A filed with the U.S. Securities and Exchange Commission on October 15, 2014.
 
 
 
 
 
CUSIP No.  835916107
Page 5 of 10 Pages
 
1
 
NAME OF REPORTING PERSON
 
Senate Limited, acting on behalf of that certain trust formed under the law of the Cayman Islands as of 1 July 1996
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(See Instructions)
 
(a)
 
o
   
(b)
o
 
3
 
SEC USE ONLY
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Cayman Islands
 
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
5
 
SOLE VOTING POWER
 
0
 
6
 
SHARED VOTING POWER
 
6,229,353 (1)
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
8
 
SHARED DISPOSITIVE POWER
 
6,229,353 (1)
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,229,353
 
10
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  o
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.5% of the total shares of Common Stock*
 
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
(1)
  
Shared with the other Reporting Persons (defined below) solely by virtue of the fact that GSL, the holder of these shares, is a direct wholly owned subsidiary of LCL, and an indirect wholly owned subsidiary of each other Reporting Person.
     
*
  
Based on a total of 249,508,648 shares of Stock, outstanding as of October 3, 2014, as last reported by the Issuer in the Schedule 14A filed with the U.S. Securities and Exchange Commission on October 15, 2014.
 
 
 
 
 
Item 1.
 
   
(a)
  
Name of Issuer:
         
       
Sonus Networks, Inc.
         
   
(b)
  
Address of Issuer’s Principal Executive Offices:
         
       
4 Technology Park Drive
Westford, MA 01886
         
         
Item 2.
 
   
(a)
  
Name of Person Filing:
         
       
(i) Galahad Securities Limited ("GSL")
         
       
(ii) Legatum Capital Limited ("LCL")
         
       
(iii) Legatum Global Holdings Limited
         
       
(iv) Senate Limited, acting on behalf of that certain trust formed under the laws of the Cayman Islands as of 1 July 1996
         
       
Each of the entities (i) through (iv) above is a "Reporting Person" and collectively, the "Reporting Persons."
         
   
(b)
  
Address of Principal Business Office, or if none, Residence:
         
       
For each of Reporting Persons (i)-(iv):
   Level 3, Legatum Plaza, PO Box 506625, DIFC, Dubai, UAE
         
   
(c)
  
Citizenship:
         
       
For each of Reporting Persons (i)-(iii): British Virgin Islands
For Reporting Person (iv): The Cayman Islands
         
   
(d)
  
Title of Class of Securities:
         
       
Common Stock, par value of $0.001 per share ("Stock")
         
   
(e)
  
CUSIP Number:
         
       
835916107
         
Item 3.
  
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(n):
         
       
Not applicable.
         
   
(a)
  
[ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
         
   
(b)
  
[ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
         
   
(c)
  
[ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
         
   
(d)
  
[ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
 
 
 
 
   
(e)
  
[ ] Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
         
   
(f)
  
[ ] Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
         
   
(g)
  
[ ] Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
         
   
(h)
  
[ ] Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
         
   
(i)
  
[ ] Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
         
   
(j)
  
[ ] A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);
         
   
(k)
  
[ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
         
         
Item 4.
  
Ownership.
         
   
(a)
  
Amount beneficially owned: 6,229,353
         
   
(b)
  
Percent of class: 2.5% *
         
   
(c)
  
Number of shares as to which the person has:
 
(i) Sole power to vote or direct the vote: 0
 
(ii) Shared power to vote or direct the vote: 6,229,353 (1)
 
(iii) Sole power to dispose or to direct the disposition of: 0
 
(iv) Shared power to dispose or to direct the disposition of: 6,229,353 (1)
     
         
Item 5.
  
Ownership of Five Percent or Less of a Class.
         
       
Not applicable.
         
Item 6.
  
Ownership of More than Five Percent on Behalf of Another Person.
         
       
Not applicable.
         
Item 7.
  
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
         
       
Not applicable.
         
Item 8.
  
Identification and Classification of Members of the Group.
         
       
Not applicable.
         
Item 9.
  
Notice of Dissolution of Group.
         
       
Not applicable.
         
Item 10.
  
Certification.
         
       
By signing below I certify that, to the best of my 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.
 
 
 
 
 
(1)
  
Shared with the other Reporting Persons solely by virtue of the fact that GSL, the holder of these shares, is a direct wholly owned subsidiary of LCL, and an indirect wholly owned subsidiary of each other Reporting Person.
     
*
  
Based on a total of 249,508,648 shares of Stock, outstanding as of October 3, 2014, as last reported by the Issuer in the Schedule 14A filed with the U.S. Securities and Exchange Commission on October 15, 2014.

 
 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Dated:  October 20, 2014
  
GALAHAD SECURITIES LIMITED
     
     
   
By:
  
   /s/ Mark Stoleson
       
Mark Stoleson
       
Director
         
     
Dated:  October 20, 2014
  
LEGATUM CAPITAL LIMITED
     
     
   
By:
  
   /s/ Mark Stoleson
       
Mark Stoleson
       
Director
         
     
Dated:  October 20, 2014
  
LEGATUM GLOBAL HOLDINGS LIMITED
     
     
   
By:
  
   /s/ Mark Stoleson
       
Mark Stoleson
       
Director
         
     
Dated:  October 20, 2014
  
SENATE LIMITED, ACTING ON BEHALF OF THAT CERTAIN TRUST FORMED UNDER THE LAWS OF THE CAYMAN ISLANDS AS OF 1 JULY 1996
     
     
   
By:
  
   /s/ Mark Stoleson
       
Mark Stoleson
       
Director
 
 EX-99 2 exa.htm EXHIBIT A - JOINT FILING AGREEMENT exa.htm
EXHIBIT A
 
 
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

 
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, with respect to their ownership of the Common Stock of Sonus Networks, Inc. and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 20th day of October, 2014.

 
 
GALAHAD SECURITIES LIMITED
   
   
 
By:
  
   /s/ Mark Stoleson
     
Mark Stoleson
     
Director
       
 
LEGATUM CAPITAL LIMITED
   
   
 
By:
  
   /s/ Mark Stoleson
     
Mark Stoleson
     
Director
       
 
 
LEGATUM GLOBAL HOLDINGS LIMITED
   
   
 
By:
  
   /s/ Mark Stoleson
     
Mark Stoleson
     
Director
       
 
SENATE LIMITED, ACTING ON BEHALF OF THAT CERTAIN TRUST FORMED UNDER THE LAWS OF THE CAYMAN ISLANDS AS OF 1 JULY 1996
   
   
 
By:
  
   /s/ Mark Stoleson
     
Mark Stoleson
     
Director