Nortel Networks 8-K 2005
Washington, D.C. 20549
NORTEL NETWORKS CORPORATION
(Exact name of registrant as specified in its charter)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported on Nortel Networks Corporations (the Registrant) Current Report on Form 8-K, filed with the Securities and Exchange Commission (SEC) on June 8, 2005 (the Current Report), Nortel Networks Inc. (NNI), a Delaware corporation and an indirect U.S. subsidiary of the Registrant, completed the acquisition of PEC Solutions, Inc., a Delaware corporation which is a government IT services firm (PEC), by causing PS Merger Sub, Inc., a Delaware corporation and a subsidiary of NNI to merge with and into PEC pursuant to an Agreement and Plan of Merger, completing the acquisition of PEC by NNI in a two step transaction. The Current Report provided further that as permitted by Item 9.01(a)(4) and Item 9.01(b)(2) of Form 8-K, the Registrant would file the historical and pro forma financial statements required by such Items of Form 8-K pursuant to an amendment to the Current Report not later than seventy one (71) calendar days after the date the Current Report was required to be filed.
The Registrant is hereby filing this Amendment No. 1 to the Current Report to file as exhibits the required historical and pro forma financial statements required by Item 9.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits
(i) The audited consolidated financial statements as of and for the year ended December 31, 2004 previously filed by PEC on Form 10-K with the SEC on March 16, 2005, as amended by Amendment No. 1 thereto on Form 10-K/A, filed with the SEC on March 18, 2005, are filed as Exhibit 99.2 to this Amendment No. 1 and are hereby incorporated herein by this reference.
(ii) The unaudited consolidated financial statements of PEC as of and for the three-month period ended March 31, 2005 previously filed by PEC on Form 10-Q with the SEC on May 6, 2005, are filed as Exhibit 99.3 to this Amendment No. 1 and are hereby incorporated herein by this reference.
(i) The unaudited pro forma financial information with respect to the transaction described in Item 2.01 is filed as Exhibit 99.4 to this Amendment No. 1 and is hereby incorporated herein by this reference.
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.