Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) On December 23, 2008, Howard Janzen was appointed non-executive Chairman of the Registrant and will serve on the Nominating Committee. Mr. Janzen, 54, has been a director on the Board of Directors of the Registrant (the "Board") 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. Mr. Janzen is an "independent director" as defined under the current rules of the NASDAQ Stock Market.

(b) On December 22, 2008, Edward Anderson retired as a director of the Registrant.

Item 8.01. Other Events.

On December 29, 2008, the Registrant announced that its Board intends to recommend amendments to the Registrant's amended and restated certificate of incorporation at the 2009 Annual Meeting of Shareholders (the "2009 Annual Meeting") to declassify its board structure. The Registrant announced that 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 Registrant's proxy materials relating to its 2009 Annual Meeting.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit relating to Item 8.01 shall be deemed to be furnished, and not filed:

99.1 Press release of Sonus Networks, Inc. dated December 29, 2008.

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