REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                      ----

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                      ----

                                   SONUS CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          Alberta, Canada                                Not Applicable
(STATE OR OTHER JURISDICTION OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)

  111 S.W. Fifth Avenue, Suite 2390
  Portland, Oregon                                            97204
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)


            SONUS CORP. SECOND AMENDED AND RESTATED STOCK AWARD PLAN
                            (FULL TITLE OF THE PLAN)


                                Brandon M. Dawson
                                    President
                                   Sonus Corp.
                        111 S.W. Fifth Avenue, Suite 2390
                             Portland, Oregon 97204
                            Telephone (503) 225-9152
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
===============================================================================================================

           TITLE OF             AMOUNT TO BE           PROPOSED               PROPOSED             AMOUNT OF
       SECURITIES TO BE          REGISTERED             MAXIMUM               MAXIMUM          REGISTRATION FEE
          REGISTERED                                OFFERING PRICE           AGGREGATE
                                                       PER SHARE           OFFERING PRICE
---------------------------------------------------------------------------------------------------------------
        Common Shares,
    without nominal or par
<S>                               <C>                     <C>              <C>                      <C>   
    value, and options and        1,797,600               (1)              $13,753,292(1)           $4,058
     other rights related          shares
            thereto
===============================================================================================================
</TABLE>

 (1) Pursuant to Rule 457(h),  the proposed maximum aggregate offering price for
     813,600 shares  available for option grants in the future of $5,670,792 and
     the corresponding registration fee has been computed based upon the average
     of the high and low  sales  prices of the  Common  Shares  reported  by the
     American Stock  Exchange on June 19, 1998,  $6.97.  The aggregate  offering
     price for the balance of 984,000  Common  Shares of  $8,082,500 is based on
     the aggregate exercise price of outstanding options.


<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following  documents filed by the registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

        (a) Prospectus dated June 9, 1998 (the "Prospectus"),  filed pursuant to
Rule 424(b)(3) relating to the registrant's  Registration Statement on Form SB-2
(No. 333-23137).

        (b) The  registrant's  Annual  Report on Form 10-KSB for the fiscal year
ended July 31,  1997,  as  amended by  Amendment  No. 1 on Form  10-KSB/A  (with
respect to Item 7 thereof),  filed on October 30, 1997, other than the financial
statements and auditors' reports included therein, which have been superseded by
the financial statements and auditors' reports included in the Prospectus.

        (c) The registrant's  Quarterly  Reports on Form 10-QSB for the quarters
ended October 31, 1997, and January 31, 1998.

        (d) The  registrant's  Quarterly  Report on Form  10-QSB  for the fiscal
quarter  ended April 30, 1998,  as amended by Amendment  No. 1 on Form  10-QSB/A
(with respect to Item 1 thereof) filed on June 17, 1998.

        (e) The registrant's Current Report on Form 8-K dated November 21, 1997,
reporting  that a  definitive  securities  purchase  agreement  had been reached
between  the  registrant  and  Warburg,   Pincus  Ventures,   L.P.,  a  Delaware
partnership ("Warburg"),  pursuant to which the registrant agreed to the sale to
Warburg of 13,333,333  Series A Convertible  Preferred Shares (the  "Convertible
Shares"),  together  with  Warrants to  purchase  2,000,000  Common  Shares (the
"Warrants") at a purchase price of $12.00 per share,  for an aggregate  price of
$18,000,000.

        (f) The registrant's Current Report on Form 8-K dated December 24, 1997,
reporting  consummation  of the  sale  to  Warburg  of the  Convertible  Shares,
together with the Warrants, for $18,000,000.

        (g) The  description  of the  registrant's  Common  Shares  included  as
Exhibit 99 to the  registrant's  Quarterly Report on Form 10-QSB for the quarter
ended January 31, 1998.

        All documents  filed by the registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

        Any statement  contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent  that a  statement  in a  subsequently  filed  document
modifies or supersedes such statement.

Item 4. Description of Securities.

        Not applicable.

                                      II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.

        William  DeJong is a director of the  registrant and is a partner in the
Calgary, Alberta law firm, Ballem MacInnes.  Ballem MacInnes is Canadian counsel
to the  registrant and has given an opinion as to the validity of the securities
being  registered.  Mr. DeJong owns 16,440 Common Shares of the  registrant  and
holds an option to acquire an  additional  15,000  Common  Shares at an exercise
price of $3.48 per share.

Item 6. Indemnification of Directors and Officers.

        Part 8 of the registrant's  bylaws requires the registrant to indemnify,
in all circumstances  permitted by the Business  Corporations Act (Alberta) (the
"Act"),  directors and officers,  former directors and officers,  and any person
who acts or acted at the registrant's request as a director or officer of a body
corporate of which the registrant is or was a shareholder or a creditor, and his
heirs and legal representatives, from and against:

        (a) all costs, charges, and expenses,  including any amount to settle an
action or satisfy a judgment reasonably incurred by him in respect of any civil,
criminal,  or administrative action or proceeding to which he is made a party by
reason of being or having been a director or officer of the  registrant  or such
body corporate; and

        (b) all other  costs,  charges,  and  expenses  reasonably  incurred  in
connection with the defense of any civil,  criminal, or administrative action or
proceeding  to which  he is made a party by  reason  of being or  having  been a
director or officer of the registrant or such body corporate.

        The effect of this provision of the registrant's bylaws, when considered
in  light  of  Part  9,  Section  119  of  the  Act,  is to  grant  a  right  of
indemnification  to  the  above  referenced  individuals  against  all  expenses
(including  attorney fees and settlement costs)  reasonably  incurred in each of
the following circumstances:

        (a) the  individual  (i) acted honestly and in good faith with a view to
the best  interests  of the  registrant  and (ii) in the case of a  criminal  or
administrative  action or proceeding that is enforced by a monetary penalty, had
reasonable grounds to believe that his conduct was lawful;

        (b) the  individual  was  substantially  successful on the merits on his
defense of the action or proceeding  and acted honestly and in good faith with a
view to the best interests of the  registrant  and, in the case of a criminal or
administrative  action,  had  reasonable  grounds for  believing his conduct was
lawful; and

        (c) in the case of an action on behalf of the  registrant  to  procure a
judgment  in its  favor,  to which the  individual  is made a party by reason of
being or having been a director  or officer of the  registrant,  the  individual
acted  honestly  and in good  faith  with a view to the  best  interests  of the
registrant,  and the court  approves such  indemnification. 

        As permitted by the Act, the registrant also maintains insurance for the
protection of its directors and officers  against  liabilities  incurred in such
person's  capacity as a director or officer of the  registrant  or of such other
body corporate,  except when such liability  relates to such person's failure to
act  honestly  and in  good  faith  with a view  to the  best  interests  of the
registrant or such other body corporate.

Item 7. Exemption from Registration Claimed.

        Not applicable.

                                      II-2
<PAGE>

Item 8. Exhibits.

        The Index to  Exhibits  listing  the  exhibits  required  by Item 601 of
Regulation S-K is located at page II-6.

Item 9. Undertakings.

        (a) The undersigned registrant hereby undertakes:

                (1) To file,  during  any  period  in which  offers or sales are
        being made, a post-effective amendment to this registration statement:

                        (i)  To  include  any  prospectus  required  by  Section
                10(a)(3) of the Securities Act of 1933 ("Securities Act");

                        (ii) To  reflect in the  prospectus  any facts or events
                arising after the effective date of the  registration  statement
                (or the most recent  post-effective  amendment  thereof)  which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the registration statement;

                        (iii) To include any material  information  with respect
                to the plan of  distribution  not  previously  disclosed  in the
                registration   statement   or  any   material   change  to  such
                information in the registration  statement;  Provided,  however,
                that  paragraphs  (a)(1)(i)  and  (a)(1)(ii) do not apply if the
                information   required  to  be  included  in  a   post-effective
                amendment by those  paragraphs is contained in periodic  reports
                filed by the  registrant  pursuant to Section 13 or 15(d) of the
                Securities  Exchange  Act of  1934  ("Exchange  Act")  that  are
                incorporated by reference in the registration statement.

                (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be
        a new registration statement relating to the securities offered therein,
        and the offering of such  securities  at that time shall be deemed to be
        the initial bona fide offering thereof.

                (3) To remove  from  registration  by means of a  post-effective
        amendment any of the securities  being registered which remain unsold at
        the termination of the offering.  


        (b) The undersigned  registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        (h)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling

                                      II-3
<PAGE>
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.


                                      II-4
<PAGE>


                                   SIGNATURES

        In accordance  with the  requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the city of Portland,  state of Oregon, on the 22nd day of June,
1998.

                                 SONUS CORP.



                                 By   /s/ Edwin J. Kawasaki
                                      Edwin J. Kawasaki
                                      Vice President-Finance and Chief Financial
                                        Officer

        In accordance with the  requirements of the Securities Act of 1933, this
registration  statement on Form S-8 has been signed by the following  persons in
the capacities indicated as of June 22, 1998.

Signature                            Title
---------                            -----

(1) PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:



Brandon M. Dawson*                   President, Chief Executive Officer and
                                     Director


(2) PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:


/s/ Edwin J. Kawasaki                Vice President, Finance and Chief Financial
Edwin J. Kawasaki                    Officer


(3) A MAJORITY OF THE BOARD OF DIRECTORS:

HUGH T. HORNIBROOK*                  Director
WILLIAM DeJONG*                      Director
DOUGLAS F. GOOD*                     Director
GREGORY FRAZER, Ph.D.*               Director
JOEL ACKERMAN*                       Director

*By /s/ Edwin J. Kawasaki
    Edwin J. Kawasaki
    Attorney-in-fact


                                      II-5
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT                      DESCRIPTION OF EXHIBIT

  4.1          Articles of  Incorporation  of the  Registrant.  Incorporated  by
               reference  to  Exhibit  3.1  to the  Registrant's  Post-Effective
               Amendment No. 1 to Registration  Statement on Form SB-2 (File No.
               333-23137) (the "Amendment").

 4.2           Bylaws of the  Registrant.  Incorporated  by reference to Exhibit
               3.2 to the Amendment.

 5             Opinion of Ballem  MacInnes as to legality  of  securities  being
               registered.

23.1           Consent of KPMG Peat Marwick LLP.

23.2           Consent of Shikaze Ralston, Chartered Accountants.

23.3           Consent of Ballem MacInnes (included in Exhibit 5).

24             Power of Attorney of certain officers and directors.

-------------------------

Other exhibits listed in Item 601 to Regulation S-K are not applicable.


                                      II-6
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REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                      ----

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                      ----

                                   SONUS CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          Alberta, Canada                                Not Applicable
(STATE OR OTHER JURISDICTION OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)

  111 S.W. Fifth Avenue, Suite 2390
  Portland, Oregon                                            97204
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)

            SONUS CORP. SECOND AMENDED AND RESTATED STOCK AWARD PLAN
                            (FULL TITLE OF THE PLAN)

                                Brandon M. Dawson
                                    President
                                   Sonus Corp.
                        111 S.W. Fifth Avenue, Suite 2390
                             Portland, Oregon 97204
                            Telephone (503) 225-9152
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE

===============================================================================================================

           TITLE OF             AMOUNT TO BE           PROPOSED               PROPOSED             AMOUNT OF
       SECURITIES TO BE          REGISTERED             MAXIMUM               MAXIMUM          REGISTRATION FEE
          REGISTERED                                OFFERING PRICE           AGGREGATE
                                                       PER SHARE           OFFERING PRICE
---------------------------------------------------------------------------------------------------------------
        Common Shares,
    without nominal or par
value, and options and        1,797,600               (1)              $13,753,292(1)           $4,058
     other rights related          shares
            thereto
===============================================================================================================
(1) Pursuant to Rule 457(h),  the proposed maximum aggregate offering price for
     813,600 shares  available for option grants in the future of $5,670,792 and
     the corresponding registration fee has been computed based upon the average
     of the high and low  sales  prices of the  Common  Shares  reported  by the
     American Stock  Exchange on June 19, 1998,  $6.97.  The aggregate  offering
     price for the balance of 984,000  Common  Shares of  $8,082,500 is based on
     the aggregate exercise price of outstanding options.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following  documents filed by the registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

        (a) Prospectus dated June 9, 1998 (the "Prospectus"),  filed pursuant to
Rule 424(b)(3) relating to the registrant's  Registration Statement on Form SB-2
(No. 333-23137).

        (b) The  registrant's  Annual  Report on Form 10-KSB for the fiscal year
ended July 31,  1997,  as  amended by  Amendment  No. 1 on Form  10-KSB/A  (with
respect to Item 7 thereof),  filed on October 30, 1997, other than the financial
statements and auditors' reports included therein, which have been superseded by
the financial statements and auditors' reports included in the Prospectus.

        (c) The registrant's  Quarterly  Reports on Form 10-QSB for the quarters
ended October 31, 1997, and January 31, 1998.

        (d) The  registrant's  Quarterly  Report on Form  10-QSB  for the fiscal
quarter  ended April 30, 1998,  as amended by Amendment  No. 1 on Form  10-QSB/A
(with respect to Item 1 thereof) filed on June 17, 1998.

        (e) The registrant's Current Report on Form 8-K dated November 21, 1997,
reporting  that a  definitive  securities  purchase  agreement  had been reached
between  the  registrant  and  Warburg,   Pincus  Ventures,   L.P.,  a  Delaware
partnership ("Warburg"),  pursuant to which the registrant agreed to the sale to
Warburg of 13,333,333  Series A Convertible  Preferred Shares (the  "Convertible
Shares"),  together  with  Warrants to  purchase  2,000,000  Common  Shares (the
"Warrants") at a purchase price of $12.00 per share,  for an aggregate  price of
$18,000,000.

        (f) The registrant's Current Report on Form 8-K dated December 24, 1997,
reporting  consummation  of the  sale  to  Warburg  of the  Convertible  Shares,
together with the Warrants, for $18,000,000.

        (g) The  description  of the  registrant's  Common  Shares  included  as
Exhibit 99 to the  registrant's  Quarterly Report on Form 10-QSB for the quarter
ended January 31, 1998.

        All documents  filed by the registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

        Any statement  contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the extent  that a  statement  in a  subsequently  filed  document
modifies or supersedes such statement.

Item 4. Description of Securities.

        Not applicable.

                                      II-1
Item 5. Interests of Named Experts and Counsel.

        William  DeJong is a director of the  registrant and is a partner in the
Calgary, Alberta law firm, Ballem MacInnes.  Ballem MacInnes is Canadian counsel
to the  registrant and has given an opinion as to the validity of the securities
being  registered.  Mr. DeJong owns 16,440 Common Shares of the  registrant  and
holds an option to acquire an  additional  15,000  Common  Shares at an exercise
price of $3.48 per share.

Item 6. Indemnification of Directors and Officers.

        Part 8 of the registrant's  bylaws requires the registrant to indemnify,
in all circumstances  permitted by the Business  Corporations Act (Alberta) (the
"Act"),  directors and officers,  former directors and officers,  and any person
who acts or acted at the registrant's request as a director or officer of a body
corporate of which the registrant is or was a shareholder or a creditor, and his
heirs and legal representatives, from and against:

        (a) all costs, charges, and expenses,  including any amount to settle an
action or satisfy a judgment reasonably incurred by him in respect of any civil,
criminal,  or administrative action or proceeding to which he is made a party by
reason of being or having been a director or officer of the  registrant  or such
body corporate; and

        (b) all other  costs,  charges,  and  expenses  reasonably  incurred  in
connection with the defense of any civil,  criminal, or administrative action or
proceeding  to which  he is made a party by  reason  of being or  having  been a
director or officer of the registrant or such body corporate.

        The effect of this provision of the registrant's bylaws, when considered
in  light  of  Part  9,  Section  119  of  the  Act,  is to  grant  a  right  of
indemnification  to  the  above  referenced  individuals  against  all  expenses
(including  attorney fees and settlement costs)  reasonably  incurred in each of
the following circumstances:

        (a) the  individual  (i) acted honestly and in good faith with a view to
the best  interests  of the  registrant  and (ii) in the case of a  criminal  or
administrative  action or proceeding that is enforced by a monetary penalty, had
reasonable grounds to believe that his conduct was lawful;

        (b) the  individual  was  substantially  successful on the merits on his
defense of the action or proceeding  and acted honestly and in good faith with a
view to the best interests of the  registrant  and, in the case of a criminal or
administrative  action,  had  reasonable  grounds for  believing his conduct was
lawful; and

        (c) in the case of an action on behalf of the  registrant  to  procure a
judgment  in its  favor,  to which the  individual  is made a party by reason of
being or having been a director  or officer of the  registrant,  the  individual
acted  honestly  and in good  faith  with a view to the  best  interests  of the
registrant,  and the court  approves such  indemnification. 

        As permitted by the Act, the registrant also maintains insurance for the
protection of its directors and officers  against  liabilities  incurred in such
person's  capacity as a director or officer of the  registrant  or of such other
body corporate,  except when such liability  relates to such person's failure to
act  honestly  and in  good  faith  with a view  to the  best  interests  of the
registrant or such other body corporate.

Item 7. Exemption from Registration Claimed.

        Not applicable.

                                      II-2
Item 8. Exhibits.

        The Index to  Exhibits  listing  the  exhibits  required  by Item 601 of
Regulation S-K is located at page II-6.

Item 9. Undertakings.

        (a) The undersigned registrant hereby undertakes:

                (1) To file,  during  any  period  in which  offers or sales are
        being made, a post-effective amendment to this registration statement:

                        (i)  To  include  any  prospectus  required  by  Section
                10(a)(3) of the Securities Act of 1933 ("Securities Act");

                        (ii) To  reflect in the  prospectus  any facts or events
                arising after the effective date of the  registration  statement
                (or the most recent  post-effective  amendment  thereof)  which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the registration statement;

                        (iii) To include any material  information  with respect
                to the plan of  distribution  not  previously  disclosed  in the
                registration   statement   or  any   material   change  to  such
                information in the registration  statement;  Provided,  however,
                that  paragraphs  (a)(1)(i)  and  (a)(1)(ii) do not apply if the
                information   required  to  be  included  in  a   post-effective
                amendment by those  paragraphs is contained in periodic  reports
                filed by the  registrant  pursuant to Section 13 or 15(d) of the
                Securities  Exchange  Act of  1934  ("Exchange  Act")  that  are
                incorporated by reference in the registration statement.

                (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be
        a new registration statement relating to the securities offered therein,
        and the offering of such  securities  at that time shall be deemed to be
        the initial bona fide offering thereof.

                (3) To remove  from  registration  by means of a  post-effective
        amendment any of the securities  being registered which remain unsold at
        the termination of the offering.  

        (b) The undersigned  registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        (h)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling

                                      II-3
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                      II-4
SIGNATURES

        In accordance  with the  requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the city of Portland,  state of Oregon, on the 22nd day of June,
1998.

                                 SONUS CORP.

                                 By   /s/ Edwin J. Kawasaki
                                      Edwin J. Kawasaki
                                      Vice President-Finance and Chief Financial
                                        Officer

        In accordance with the  requirements of the Securities Act of 1933, this
registration  statement on Form S-8 has been signed by the following  persons in
the capacities indicated as of June 22, 1998.

Signature                            Title
---------                            -----

(1) PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:

Brandon M. Dawson*                   President, Chief Executive Officer and
                                     Director

(2) PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:

/s/ Edwin J. Kawasaki                Vice President, Finance and Chief Financial
Edwin J. Kawasaki                    Officer

(3) A MAJORITY OF THE BOARD OF DIRECTORS:

HUGH T. HORNIBROOK*                  Director
WILLIAM DeJONG*                      Director
DOUGLAS F. GOOD*                     Director
GREGORY FRAZER, Ph.D.*               Director
JOEL ACKERMAN*                       Director

*By /s/ Edwin J. Kawasaki
    Edwin J. Kawasaki
    Attorney-in-fact

                                      II-5
EXHIBIT INDEX

EXHIBIT                      DESCRIPTION OF EXHIBIT

  4.1          Articles of  Incorporation  of the  Registrant.  Incorporated  by
               reference  to  Exhibit  3.1  to the  Registrant's  Post-Effective
               Amendment No. 1 to Registration  Statement on Form SB-2 (File No.
               333-23137) (the "Amendment").

 4.2           Bylaws of the  Registrant.  Incorporated  by reference to Exhibit
               3.2 to the Amendment.

 5             Opinion of Ballem  MacInnes as to legality  of  securities  being
               registered.

23.1           Consent of KPMG Peat Marwick LLP.

23.2           Consent of Shikaze Ralston, Chartered Accountants.

23.3           Consent of Ballem MacInnes (included in Exhibit 5).

24             Power of Attorney of certain officers and directors.

-------------------------

Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                      II-6