<PAGE>
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
Date of Report (Date of earliest event reported): August 28, 2000
Alteon WebSystems, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-27247 77-0429769
(Commission File No.) (IRS Employer Identification No.)
50 Great Oaks Boulevard
San Jose, CA 95119
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 360-5500
____________________
<PAGE>
Item 5. Other Events
On August 28, 2000, Alteon WebSystems, Inc. ("Alteon") announced a
definitive agreement to acquire Bluetail AB, a Swedish-based, privately-held
Internet startup ("Bluetail") for approximately US $152 million in a stock-for-
stock shareholder exchange. Bluetail's core technology, a software-processing
engine, identifies different types of Web traffic and processes the traffic
based on individual customer policies and application type. Alteon plans to
incorporate Bluetail's software into new Webworking applications developed for
Alteon's integrated ServiceDirector platform.
Alteon's press release, dated August 28, 2000, titled "Alteon WebSystems to
Acquire Bluetail for $152 Million" is attached hereto as Exhibit 99.1.
On August 29, 2000, Nortel Networks ("Nortel") and Alteon announced the
early termination on August 28, 2000, of the waiting period imposed by the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 in connection with the
acquisition of Alteon by Nortel.
Nortel's press release, dated August 29, 2000, titled "Nortel Networks,
Alteon WebSystems Announce Early Termination Of Hart-Scott-Rodino Waiting
Period in Connection With Acquisition" is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description
-------------- --------------------------------------------------
99.1 Press Release titled "Alteon WebSystems to Acquire
Bluetail for $152 Million" dated August 28, 2000.
99.2 Press Release titled "Nortel Networks, Alteon
WebSystems Announce Early Termination Of Hart-
Scott-Rodino Waiting Period in Connection With
Acquisition" dated August 29, 2000.
<PAGE>
SIGNATURE
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.
ALTEON WEBSYSTEMS, INC.
Dated: August 31, 2000 By: /s/ James G. Burke
------------------------------------------
James G. Burke
Chief Financial Officer and Secretary