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As filed with the Securities and Exchange Commission on November 3, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NORTEL NETWORKS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
CANADA Not Applicable
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
8200 DIXIE ROAD, SUITE 100
BRAMPTON, ONTARIO, CANADA L6T 5P6, (905) 863-0000
(Address of Principal Executive Offices) (Zip Code)
SONOMA SYSTEMS 1996 STOCK OPTION PLAN, AS AMENDED,
AND
SONOMA SYSTEMS 1999 STOCK OPTION PLAN, AS AMENDED,
AS ASSUMED BY NORTEL NETWORKS CORPORATION
(Full Title of the Plan)
CT CORPORATION SYSTEM
111 8TH AVENUE, NEW YORK, NY 10011
(Name and Address of Agent for Service)
(212) 894-8940
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Lawrence Calof, Esq. Deborah J. Noble
Gibson, Dunn & Crutcher LLP Corporate Secretary
1530 Page Mill Road Nortel Networks Corporation
Palo Alto, California 94304 8200 Dixie Road, Suite 100
Brampton, Ontario, Canada L6T 5P6
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) OFFERING PRICE PER OFFERING PRICE(2) REGISTRATION
SHARE(2) FEE(3)
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<S> <C> <C> <C> <C>
Nortel Networks
Corporation Common Shares 1,330,756 $43.1875 $57,472,024.75 $15,172.62
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(1) Consists of common shares of Nortel Networks Corporation to be issued
pursuant to the assumed Sonoma Systems 1996 and 1999 Stock Option Plans, as
amended. Pursuant to Rule 416(a), this Registration Statement also covers
additional securities that may be offered as a result of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(c) based upon the average of the high and
low prices of the common shares on the New York Stock Exchange on November
2, 2000 which was $43.1875.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Nortel Networks
Corporation, a Canadian corporation (the "Company," "Corporation" or
"Registrant"), relating to 1,330,756 of the Company's common shares (the
"Shares") issuable to eligible employees and directors of Sonoma Systems, a
California corporation ("Sonoma"), under the Sonoma Systems 1996 Stock Option
Plan, as amended, and the Sonoma Systems 1999 Stock Option Plan, as amended,
each as assumed by the Company (the "Plans") pursuant to the Agreement and Plan
of Merger, dated as of August 14, 2000 (the "Merger Agreement"), by and among
the Company, NNC Russian Acquisition Corporation, a Delaware corporation and
wholly owned subsidiary of the Company ("Sub") and Sonoma, as amended pursuant
to Amendment No. 1 to Agreement and Plan of Merger, dated as of October 10,
2000, among the Company, Sub and Sonoma, pursuant to which Sub was merged with
and into Sonoma with Sonoma surviving as a wholly-owned subsidiary of the
Company.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(i) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed with the Commission on March 7, 2000, as amended
by Form 10-K/A, filed with the Commission on March 27, 2000;
(ii) The Corporation's Quarterly Reports on Form 10-Q for the period
ending March 31, 2000, filed with the Commission on May 15, 2000, and for the
period ending June 30, 2000, filed with the Commission on August 7, 2000;
(iii) The Corporation's Current Reports on Form 8-K, filed with the
Commission and dated January 6, 2000, January 26, 2000, January 26, 2000,
February 14, 2000, February 25, 2000 (Form 8-K/A), March 15, 2000, March 21,
2000, April 20, 2000, April 26, 2000, May 1, 2000, June 14, 2000, July 26, 2000,
August 7, 2000, August 15, 2000, August 18, 2000 (8-K/A), August 18, 2000,
August 25, 2000 (8-K/A), October 18, 2000 (8-K), October 18, 2000 (8-K), October
23, 2000 (8-K), October 23, 2000 (8-K) and October 27, 2000 (8-K);
(iv) The description of the common shares contained in the Corporation's
registration statement on Form 8-A dated April 28, 2000, as amended by Form
8-A/A dated May 1, 2000; and
(v) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the
fiscal year covered by the registration document referred to in (i) above.
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All reports and other documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Canada Business Corporations Act (the "Act") provides generally that
a corporation may indemnify a director or officer against all costs, charges and
expenses reasonably incurred by him or her in respect of any civil, criminal or
administrative action or proceeding to which he or she is made a party by reason
of being a director or officer, where the director or officer acted honestly and
in good faith with a view to the best interests of the corporation and, in the
case of a criminal or administrative action enforced by monetary penalty, the
director or officer had reasonable grounds for believing that his or her conduct
was lawful. Where an officer or director was substantially successful on the
merits in his defense of such an action or proceeding, such officer or director
is entitled to indemnification from the corporation for such costs, charges and
expenses which were reasonably incurred.
By-law No. 1 of the Registrant, approved by the Board of Directors on
March 13, 2000 implements the indemnification provisions of the Act and reads as
follows:
"SECTION 9.2 INDEMNITY
Subject to the limitations contained in the Act, the corporation shall
indemnify a director or officer, a former director or officer, or a
person who acts or acted at the corporation's request as a director or
officer of a body corporate of which the corporation is or was a
shareholder or creditor, or a person who undertakes or has undertaken
any liability on behalf of the corporation or any such body corporate,
and his or her heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by that person in respect of any
civil, criminal or
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administrative action or proceeding to which such person is made a party
by reason of being or having been a director or officer of the
corporation or such body corporate, if:
(a) such person acted honestly and in good faith with a view to the
best interests of the corporation; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, such person had
reasonable grounds for believing that his or her conduct was
lawful.
The corporation shall indemnify any person referred to above who
fulfills the conditions contained in (a) and (b) above and who has been
substantially successful on the merits in the defence of any civil,
criminal or administrative action or proceeding to which such person is
made a party by reason of his or her being or having been a director or
officer of the corporation or body corporate, against all costs, charges
and expenses reasonably incurred by such person in connection with the
defense of such action or proceeding.
The corporation may also indemnify such persons in such other
circumstances as the Act or other applicable law permits or requires.
Nothing in this by-law shall limit the right of any person entitled to
indemnity to claim indemnity apart from the provisions of this by-law.
The corporation is hereby authorized to execute agreements evidencing
its indemnity in favour of the foregoing persons to the full extent
permitted by law.
SECTION 9.3 INSURANCE
To the extent permitted by the Act and other applicable law, the
corporation may purchase and maintain insurance for the benefit of any
person referred to in Section 9.2 against such liability as the board of
directors may determine."
The Act also provides specifically for the purchase of insurance by a
corporation for the benefit of its directors and officers against liability
incurred as such. The Registrant's directors and officers are covered by a group
liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
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Exhibit No. Description
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4.1* Restated Certificate and Articles of Incorporation of Nortel
Networks Corporation dated October 1, 2000 (filed as Exhibit 3
to Nortel Networks Corporation's Report on Form 8-K dated
October 18, 2000).
4.2* By-law No. 1 of Nortel Networks Corporation dated March 13,
2000 (filed as Exhibit 3.2 to Nortel Networks Corporation's
Report on Form 8-K dated May 1, 2000).
4.3* Shareholder Rights Plan Agreement, dated as of March 13,
2000 between Nortel Networks Corporation and Montreal
Trust Company of Canada, which includes the Form of Rights
Certificate as Exhibit A thereto (filed as Exhibit 3 to
Nortel Networks Corporation's Registration Statement on
Form 8-A filed on April 28, 2000 as amended by the
Registration Statement on Form 8-A/A filed on May 1,
2000).
4.4 Sonoma Systems 1996 Stock Option Plan, as amended.
4.5 Sonoma Systems 1999 Stock Option Plan, as amended.
4.6 Agreement and Plan of Merger, dated as of August 14, 2000, by
and among Nortel Networks Corporation, NNC Russian Acquisition
Corporation and Sonoma Systems.
4.7 Amendment No. 1 to Agreement and Plan of Merger, dated as of
October 10, 2000, by and among Nortel Networks Corporation, NNC
Russian Acquisition Corporation and Sonoma Systems.
5.1 Opinion of Nicholas J. DeRoma, Chief Legal Officer of
Nortel Networks Corporation, as to the legality of the
issuance of the common shares offered hereby.
23.1 Consent of Nicholas J. DeRoma (contained in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney for certain directors and officers of Nortel
Networks Corporation.
</TABLE>
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* Incorporated by reference.
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) 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;
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(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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 (1)(a)(i) and (1)(a)(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 Section 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended (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.
(c) 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.
(2) 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 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.
(3) 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 foregoing provisions, 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Brampton, Province of Ontario, Canada on the 2nd
day of November, 2000.
NORTEL NETWORKS CORPORATION
By: /s/ JOHN A. ROTH
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John A. Roth
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 2nd day of November, 2000.
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Signature Title
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Principal Executive Officer
/s/ JOHN A. ROTH President and Chief Executive
---------------------------------- Officer, and a Director
John A. Roth
Principal Financial Officer
/s/ FRANK A. DUNN Chief Financial Officer, and a
---------------------------------- Director
Frank A. Dunn
Principal Accounting Officer
/s/ DOUGLAS C. BEATTY Controller
----------------------------------
Douglas C. Beatty
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Authorized Representative in the U.S.:
By: Nortel Networks Inc.
/s/ LYNN EGAN
--------------------------------
Lynn Egan, Assistant Secretary
November 2, 2000
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DIRECTORS:
*/s/ J.J. BLANCHARD Director
----------------------------------
J.J. Blanchard
*/s/ R.E. BROWN Director
----------------------------------
R.E. Brown
*/s/ F.C. CARLUCCI Director
----------------------------------
F.C. Carlucci
*/s/ L.Y. FORTIER Director
----------------------------------
L.Y. Fortier
*/s/ R.A. INGRAM Director
----------------------------------
R.A. Ingram
*/s/ G. SAUCIER Director
----------------------------------
G. Saucier
*/s/ S.H. SMITH, JR. Director
----------------------------------
S.H. Smith, Jr.
*/s/ L.R. WILSON Director
----------------------------------
L.R. Wilson
By*: /s/ DEBORAH J. NOBLE
--------------------------------
Deborah J. Noble,
as Attorney in Fact
November 2, 2000
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INDEX TO EXHIBITS
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<CAPTION>
Ex. No. Description Method of Filing
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4.1 Restated Certificate and Articles of Incorporation of Incorporated by
Nortel Networks Corporation dated October 1, 2000 Reference
(filed as Exhibit 3 to Nortel Networks Corporation's
Report on Form 8-K dated October 18, 2000).
4.2 By-law No. 1 of Nortel Networks Corporation dated Incorporated by
March 13, 2000 (filed as Exhibit 3.2 to Nortel Reference
Networks Corporation's Report on Form 8-K dated May
1, 2000).
4.3 Shareholder Rights Plan Agreement dated as of Incorporated by
March 13, 2000 between Nortel Networks Corporation Reference
and Montreal Trust Company of Canada, which includes
the Form of Rights Certificate as Exhibit A thereto
(filed as Exhibit 3 to Nortel Networks Corporation's
Registration Statement on Form 8-A filed on April 28,
2000 as amended by the Registration Statement on Form
8-A/A filed on May 1, 2000).
4.4 Sonoma Systems 1996 Stock Option Plan. Filed herewith
4.5 Sonoma Systems 1999 Stock Option Plan. Filed herewith
4.6 Agreement and Plan of Merger, dated as of August 14, Filed herewith
2000, by and among Nortel Networks Corporation, NNC
Russian Acquisition Corporation and Sonoma Systems.
4.7 Amendment No. 1 to Agreement and Plan of Merger, Filed herewith
dated as of October 10, 2000, by and among Nortel
Networks Corporation, NNC Russian Acquisition
Corporation and Sonoma Systems.
5.1 Opinion of Nicholas J. DeRoma. Filed herewith
23.1 Consent of Nicholas J. DeRoma. Included in
Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP, Independent Filed herewith
Auditors.
23.3 Consent of Ernst & Young LLP, Independent Auditors. Filed herewith
24.1 Power of Attorney. Filed herewith
</TABLE>
