<PAGE> 1
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)
October 5, 2000
NORTEL NETWORKS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
CANADA 1-7260 Not Applicable
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6
----------------------------------------------------- ----------
(address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (905) 863-0000.
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 5, 2000 (the "Closing Date"), the Registrant
completed its acquisition of Alteon WebSystems, Inc.
("Alteon") through the merger (the "Merger") of a wholly-owned
subsidiary of the Registrant, Darius Corp. ("Sub"), with and
into Alteon, pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of July 28, 2000, among the
Registrant, Sub and Alteon.
Under the terms of the Merger Agreement, Alteon shareholders
received the right to receive 1.83148 common shares of the
Registrant for each share held of Alteon common stock (plus
cash in lieu of fractional shares). As of the Closing Date,
former Alteon shareholders own approximately 82,000,000 common
shares of the Registrant. In addition, holders of former
Alteon stock options are collectively entitled to receive up
to approximately 29,000,000 additional shares of the
Registrant upon the exercise of such stock options from time
to time in accordance with the terms and conditions thereof.
Further information about this transaction, including the full
text of the Merger Agreement, is available in the Registrant's
Registration Statement on Form S-4 dated August 25, 2000.
A copy of the press release announcing the consummation of the
Merger on the Closing Date is attached hereto as Exhibit 99.1
and such press release is hereby incorporated in its entirety
by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements.
No financial statements of Alteon are included in
this Form 8-K because they were included in the
Registrant's Form 8-K/A dated October 20, 2000.
(b) Pro-Forma Financial Information.
No pro-forma financial statements are included in
this Form 8-K because they were included in the
Registrant's Form 8-K dated August 15, 2000 and Form
8-K/A dated August 25, 2000.
(c) Exhibits.
99.1 Press release dated October 5, 2000.
-2-
<PAGE> 3
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.
NORTEL NETWORKS CORPORATION
By: /s/ Deborah J. Noble
------------------------
Deborah J. Noble
Corporate Secretary
By: /s/ Blair F. Morrison
------------------------
Blair F. Morrison
Assistant Secretary
Dated: October 20, 2000
-3-
<PAGE> 4
EXHIBIT INDEX
99.1 Press Release dated October 5, 2000
-4-
