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Nortel Networks 8-K 2006

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Graphic
  4. Graphic

Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)   NOVEMBER 7, 2006
(Exact name of registrant as specified in its charter)
  001-07260   NOT APPLICABLE
(State or other jurisdiction
  (Commission   (IRS Employer
of incorporation)
  File Number)   Identification No.)
  L6T 5P6
(Address of principal executive offices)
  (Zip Code)
Registrant’s telephone number, including area code   905-863-0000
(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 (see General Instruction A.2. below):
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02     Results of Operations and Financial Condition

On November 7, 2006, Nortel Networks Corporation (the “Company”) issued a press release concerning its financial results for the third quarter of 2006. Such press release is attached hereto as Exhibit 99.1 and furnished in accordance with Item 2.02 of Form 8-K.

Item 3.03     Material Modification to Rights of Security Holders

On November 7, 2006, the Company announced its planned consolidation of outstanding Nortel Networks Corporation common shares, no par value, at a ratio of one post-consolidation share for every 10 pre-consolidation shares as approved by its Board of Directors. The share consolidation, which was approved at the annual and special meeting of shareholders of the Company held on June 29, 2006, will become effective as of 12:01 a.m. on December 1, 2006 so that shareholders as of such date will hold one new Nortel Networks Corporation common share for every 10 Nortel Networks Corporation common shares that they held prior to such time. The new Nortel Networks Corporation common shares will start trading on the Toronto Stock Exchange and New York Stock Exchange when the market opens on December 1, 2006. No fractional shares will be issued as a result of the consolidation. Registered shareholders otherwise entitled to a fractional share interest as a result of the consolidation will be entitled to a cash payment in lieu of the fractional interest. The amount of the cash payment will be equal to the product obtained by multiplying the fraction by the average closing price of Nortel Networks Corporation common shares (as adjusted to reflect the consolidation) on the New York Stock Exchange for the 10 trading days immediately prior to December 1, 2006. If such price is not available, the payment will be based on such other price or prices as determined by the Company’s board of directors in its sole discretion.

As a result of the consolidation, the Company’s 4.25% Convertible Senior Notes due September 1, 2008 will be convertible by holders into common shares of Nortel Networks Corporation, at a new conversion price of US$100 per common share.

Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the share consolidation, the Company’s restated articles of incorporation will be amended to reflect the consolidation, effective December 1, 2006. After the share consolidation, Nortel Networks Corporation will have approximately 433 million common shares outstanding.

Item 9.01     Financial Statements and Exhibits

(c)   Exhibits

  99.1   Press Release issued by the Company on November 7, 2006.




     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.


  By:   /s/ Peter W. Currie  
    Peter W. Currie
Executive Vice-President
and Chief Financial Officer
  By:   /s/ Gordon A. Davies  
    Gordon A. Davies
General Counsel — Corporate
and Corporate Secretary

Dated: November 7, 2006




Exhibit No.   Description
Press Release issued by the registrant on November 7, 2006.


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