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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): July 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
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1.
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Item 5. Other Events
On July 28, 2000, Alteon WebSystems, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Nortel Networks
Corporation, a corporation organized under the laws of Canada ("Nortel
Networks"), and Darius Corp., a Delaware corporation and a wholly-owned
subsidiary of Nortel Networks ("Merger Sub"). The Merger Agreement contemplates
that, subject to the satisfaction of certain conditions set forth therein,
including the adoption of the Merger Agreement by the requisite vote of the
Company's stockholders and the expiration or early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, Merger Sub would be merged into the Company. As a result of the merger
of Merger Sub into the Company (the "Merger"), the Company would become a
wholly-owned subsidiary of Nortel Networks. Under the terms of the Merger
Agreement, each outstanding share of the Company's common stock would be
converted into 1.83148 shares of Nortel Networks common stock. The Merger is
intended to be a tax-free reorganization under the Internal Revenue Code of
1986, as amended, and is intended to be accounted for as a purchase. The
description contained in this Item 5 of the transactions contemplated by the
Merger Agreement is qualified in its entirety by reference to the full text of
the Merger Agreement, a copy of which is attached to this report.
In connection with the execution of the Merger Agreement, certain
directors, officers and other affiliates of the Company, who collectively own
approximately 15.47% of the outstanding shares of common stock of the Company,
entered into a Stockholder Agreement pursuant to which such persons agreed,
among other things, to vote their shares in favor of the Merger and against
alternative acquisition proposals. The description contained in this Item 5 of
the transactions contemplated by the Stockholder Agreement is qualified in its
entirety by reference to the full text of the Stockholder Agreement, the form of
which is attached to this report.
A registration statement relating to the Nortel Networks common stock to be
issued in connection with the Merger has not yet been filed with the Securities
and Exchange Commission, nor has a proxy statement relating to a vote of the
Company's stockholders on the Merger been filed with the SEC. The Nortel
Networks common stock may not be offered, nor may offers to acquire such stock
be accepted, prior to the time such a registration statement becomes effective.
This Report shall not constitute an offer to sell or the solicitation of an
offer to buy any Nortel Networks common stock or any other security, and shall
not constitute the solicitation of any vote with respect to the Merger.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of July 28, 2000,
among the Company, Nortel Networks and Merger Sub.
2.
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99.1 Form of Stockholder Agreement dated as of July 28, 2000,
between Nortel Networks and certain directors, officers and
other affiliates of the Company.
3.
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SIGNATURES
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 8, 2000 By: /s/ James G. Burke
_______________________________
James G. Burke
Chief Financial Officer and Secretary
4.
