SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Alteon WebSystems, Inc.
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(Name of Corporation)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
02145A 10 9
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(CUSIP Number)
Deborah J. Noble
Vice President, Corporate Secretary and Associate General Counsel
Nortel Networks Corporation
8200 Dixie Road, Suite 100
Brampton, Ontario L6T 5P6
Canada
(905) 863-1103
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 28, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
AMENDMENT NO. 1 TO
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
ALTEON WEBSYSTEMS, INC.
This Amendment No. 1 amends and supplements the Statement on Schedule
13D filed with the Securities and Exchange Commission on August 7, 2000 by
Nortel Networks Corporation with respect to the beneficial ownership of shares
of Alteon WebSystems, Inc. Except as stated below, there have been no material
changes in the facts and statements set forth in the Statement on Schedule 13D
filed with the Securities and Exchange Commission on August 7, 2000. Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Statement on Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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The second paragraph of Item 5(a)-(b) is hereby amended and restated in
its entirety by the following paragraph:
Mr. Anil Khatod, President, Internet Business Solutions, of Nortel
Networks beneficially owns, in his individual capacity, 500 shares of Alteon
Common Stock. Nortel Networks disclaims any beneficial ownership of such shares.
Except as set forth in this Item 5, none of Nortel Networks or, to the best of
Nortel Networks' knowledge, any of the other individuals named in Schedule I
hereto beneficially owns any shares of Alteon Common Stock.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: August 11, 2000
NORTEL NETWORKS CORPORATION
By: /s/ Nicholas J. DeRoma
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Name: Nicholas J. DeRoma
Title: Chief Legal Officer
By: /s/ Blair F. Morrison
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Name: Blair F. Morrison
Title: Assistant Secretary
