Nortel Networks 8-K 2006
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
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) June 16, 2006
NORTEL NETWORKS CORPORATION
(Exact name of registrant as specified in its charter)
Registrants 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):
Item 7.01 Regulation FD Disclosure
Nortel Networks Corporation (the Company) is making publicly available by furnishing under cover of this Current Report on Form 8-K certain supplementary financial information, including Adjusted EBITDA and Consolidated Fixed Charges (measures relevant to covenants under the Notes referred to in Item 8.01 below) and ratio of earnings to fixed charges data, in each case for the periods specified, attached hereto as Exhibits 99.5 and 99.6.
Item 8.01. Other Events.
On June 16, 2006, the Company announced that its principal direct operating subsidiary, Nortel Networks Limited (NNL), commenced a proposed offering of senior unsecured notes (the Notes) to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the Securities Act), and to persons outside of the United States under Regulation S under the Securities Act, subject to market and other conditions. The Notes to be issued by NNL would be fully and unconditionally guaranteed by the Company and initially guaranteed by the Companys indirect subsidiary, Nortel Networks Inc. (NNI). The press release announcing the proposed offering is being issued pursuant to and in accordance with Rule 135c under the Securities Act and a copy of this press release is attached hereto as Exhibit 99.4 and incorporated by reference herein.
The Company and NNL are also making publicly available certain additional information. This additional information includes new audited consolidated financial statements as of December 31, 2005 and 2004 and for each of the years in the three-year period ended December 31, 2005, restated only to reflect the change in the Companys and NNLs reportable segments effective January 1, 2006, as well as the managements discussion and analysis of financial condition and results of operations (MD&A) section and portions of the business description contained in the Companys Annual Report on Form 10-K/ A for the year ended December 31, 2005 (the Company Form 10-K/ A) and NNLs Annual Report on Form 10-K for the year ended December 31, 2005 (the Business Description), also revised only to reflect the new reportable segments. The Companys new financial statements, MD&A and portions of the Business Description are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference herein. The new financial statements and MD&A supersede and replace in their entirety the corresponding historical audited consolidated financial statements (Item 8) and MD&A section (Item 7) included in the Companys Form 10-K/A. The new Business Description should be read together with Item 1 included in the Companys Form 10-K/A.
Item 9.01. Financial Statements and Exhibits.
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.
Dated: June 16, 2006