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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)
December 14, 2000
NORTEL NETWORKS CORPORATION
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Exact name of registrant as specified in its charter)
CANADA 001-07260 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
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(address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (905) 863-0000.
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ITEM 5. OTHER EVENTS
On December 14, 2000, the Registrant confirmed its guidance for
the fourth quarter of 2000, the fiscal year 2000, the first
quarter of 2001 and the fiscal year 2001.
The Registrant continues to expect that its percentage growth in
revenue and earnings per share from operations in 2000 over 1999
will be in the low 40's. The Registrant also continues to expect
that its revenue and earnings per share from operations in the
fourth quarter of 2000 will be in the range of US$8.5 billion to
US$8.8 billion and US$0.26 per share on a fully diluted basis,
respectively. Overall, the Registrant expects continued strong
growth in Optical Internet, Wireless Internet, Local Internet and
eBusiness solutions. The Registrant also continues to expect that
its Optical Internet revenues to grow in excess of 125 percent in
2000 over 1999, to exceed US$10 billion.
Looking forward to 2001, the Registrant continues to expect that
the overall market will grow in excess of 20 percent. The
Registrant also continues to expect to grow significantly faster
than the market, with anticipated growth in revenues and earnings
per share from operations in the 30 to 35 percent range. For the
first quarter of 2001, consistent with historical profile trends,
the Registrant continues to expect that its revenue and earnings
per share from operations will be in the range of US$8.1 billion
to US$8.3 billion and US$0.16 per share on a fully diluted basis,
respectively.
On December 15, 2000, the Registrant and ANTEC Corporation
("ANTEC") provided an update on the timing of the transaction to
realign their cable businesses to create a new company. On
October 18, 2000, the parties announced an agreement whereby the
new company will acquire the Registrant's ownership interest in
Arris Interactive L.L.C. ("Arris Interactive").
Under the terms of the proposed transaction, the Registrant will
effectively transfer its 81.25 percent interest in Arris
Interactive in return for 33 million shares of common stock in
the new company and approximately US$325 million in cash, giving
the Registrant an approximate 46.5 percent ownership interest.
ANTEC had previously secured a US$550 million bank facility, of
which approximately US$325 million was to be used to fund the
cash portion of the consideration. Due to changes in industry and
financial market conditions, the proposed financing will need to
be replaced.
ANTEC is currently exploring its options in connection with
replacing the financing. The Registrant and ANTEC are working
closely to move the transaction to completion. The parties now
expect the transaction to close in the first or second quarter of
2001. The transaction remains subject to customary regulatory
approvals and approval by ANTEC shareholders. The transaction
(excluding any one-time gains) is expected to be neutral to the
Registrant's earnings per share from operations in 2001. The
acquisition is not expected to impact the Registrant's previously
announced 2000 and 2001 financial guidance.
Certain information included herein is forward-looking and is
subject to important risks and uncertainties. The results or
events predicted in these statements may differ materially from
actual results or events. Factors which could cause results or
events to differ from current expectations include, among other
things: the impact of price and product competition; the
dependence on new product development; the impact of rapid
technological and market change; the ability of the Registrant to
make acquisitions and/or integrate the operations and
technologies of acquired businesses in an effective manner;
general industry and market conditions and growth rates;
international growth and global economic conditions, particularly
in emerging markets and including interest rate and currency
exchange rate fluctuations; the impact of consolidations in the
telecommunications industry, the uncertainties of the Internet;
stock market volatility; the ability of the Registrant to recruit
and retain qualified employees; and the impact of increased
provision of customer financing by the Registrant. For additional
information with respect to certain of these and other factors,
see the reports filed by the Registrant with the United States
Securities and Exchange Commission. The Registrant disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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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.
NORTEL NETWORKS CORPORATION
By: /s/ DEBORAH J. NOBLE
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Deborah J. Noble
Corporate Secretary
By: /s/ BLAIR F. MORRISON
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Blair F. Morrison
Assistant Secretary
Dated: December 15, 2000
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