MITEL CORP
8-K, 2000-12-21
TELEPHONE & TELEGRAPH APPARATUS
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                                  UNITED STATES
                       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): December 15, 2000


                                MITEL CORPORATION
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)


            CANADA                       1-8139                   NONE
-------------------------------    -------------------     -------------------
(State or other jurisdiction of   (Commission File No.)    (I.R.S. Employer
incorporation or organization)                              Identification No.)


              350 Legget Drive
               P.O. Box 13089
          Kanata, Ontario, Canada                  K2K 2W7
       ----------------------------          ------------------
           (Address of principal                (Postal Code)
             executive offices)


       Registrant's telephone number, including area code: (613) 592-2122
                                                           --------------
                                       N/A
                 -----------------------------------------------
          (Former name or former address, if changed since last report)


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<PAGE>

Item  5. Other Events

Mitel Corporation has entered into a letter of intent to sell its Communications
Systems Division.

On December 15, 2000,  Mitel  Corporation  ("Mitel" or "the  Company")  issued a
press  release  announcing  that it had  signed a letter  of  intent to sell its
Communications  Systems division,  including the name "Mitel", for approximately
$350 million in cash, notes and a minority interest in the business to companies
controlled by Dr. Terence H. Matthews. The sale transaction is expected to close
in February 2001.

The  letter  of  intent  is  subject  to the  entering  of a Master  Acquisition
Agreement between Mitel Corporation and Dr. Matthews' acquiring  companies,  and
to regulatory and other approvals.

Mitel  also  announced  that it  expects  to  report  the  results,  assets  and
liabilities of its  Communications  Systems division as discontinued  operations
for the third quarter ending December 29, 2000 with  appropriate  adjustments to
reflect the  anticipated  sale  transaction.  The final  accounting for the sale
transaction is expected to be recorded in Mitel's fourth quarter of Fiscal 2001.

Mitel also  announced  that it  expects  its  Semiconductor  sales for the third
quarter to be  sequentially  lower by  approximately  10 percent from the $194.3
million recorded in the second quarter of Fiscal 2001.

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



Item  7. Financial Statements, Pro Forma Financial Information and Exhibits

Exhibit No.       Description
-----------       -----------

99.1              Press Release, dated December 15, 2000.


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<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.


                                               MITEL CORPORATION
                                               (Registrant)


Date December 20, 2000                         Jean-Jacques Carrier
                                               Jean-Jacques Carrier
                                               Senior Vice President, Finance
                                               and Chief Financial Officer


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