content: <PAGE>
  
                        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):  November 10, 1999
  
  
                          Newbridge Networks Corporation
  --------------------------------------------------------------------------------
                (Exact Name of Registrant as Specified in Charter)
  
  
             Canada                     001-13316                 98-0077506
  --------------------------------------------------------------------------------
  (State or Other Jurisdiction    (Commission File Number)      (IRS Employer
        of Incorporation)                                    Identification No.)
  
  
  
     600 March Road, Kanata, Ontario, Canada                        K2K 2E6
  --------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                       (Zip Code)
  
  
  
  Registrant's telephone number, including area code:       (613) 591-3600
                                                       ---------------------------
  
  
  
                                        N/A
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 5.  Other Events.
  
       On June 22, 1999, the Registrant entered into an Agreement and Plan of
  Merger (the "Merger Agreement") with Stanford Telecommunications, Inc., a
  Delaware corporation ("Stanford Telecom"), and Saturn Acquisition Corp., a
  Delaware corporation and a wholly owned subsidiary of the Registrant ("Merger
  Sub"), which provided for the acquisition of Stanford Telecom by the Registrant
  in a tax-free, stock-for-stock exchange.
  
       On November 10, 1999, the Registrant, Stanford Telecom and Merger Sub
  amended and restated the Merger Agreement (the "Amended Merger Agreement") in
  order to change the structure of the merger into a cash-for-stock exchange, in
  which each share of Stanford Telecom common stock issued and outstanding prior
  to the effective time of the merger will be automatically converted into the
  right to receive in cash, without interest, an amount equal to U.S. $34.22. The
  other terms of the Amended Merger Agreement are substantially similar to the
  terms of the original Merger Agreement.
  
       The Amended Merger Agreement will be subject to the approval of Stanford
  Telecom's stockholders at a special meeting to be called for purposes of
  approving the merger.
  
       In connection with the change in the structure of the merger, the
  Registrant applied on November 12, 1999 to the Securities and Exchange
  Commission to withdraw its Registration Statement on Form S-4 (No. 333-88763),
  filed on October 12, 1999, because it will no longer issue any shares to
  Stanford Telecom stockholders in the merger. However, the Registrant will assume
  Stanford Telecom employee stock options which remain unexercised at the
  effective time of the merger, and the registrant intends to file a Registration
  Statement on Form S-8 in respect of those employee stock options.
  
       The foregoing summary of the Amended Merger Agreement is not complete and
  is qualified in its entirety by reference to the Amended Merger Agreement.  A
  copy of the Amended Merger Agreement is filed as an exhibit to this Form 8-K and
  is incorporated herein by this reference. The press release relating to the
  Amended Merger Agreement is also filed as an exhibit to this Form 8-K.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
    (c)     Exhibits
  
    2.1     Amended and Restated Agreement and Plan of Merger, dated as of June
            22, 1999, as amended as of August 20, 1999 and amended and restated as
            of November 10, 1999, by and among Stanford Telecom, the Registrant
            and Merger Sub
  
   99.1     Joint Press Release issued by the Registrant and Stanford Telecom
            on November 10, 1999
  
                                        -2-
  
  <PAGE>
  
                                     SIGNATURE
  
            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.
  
                                       Newbridge Networks Corporation
  
  
  Dated: November 17, 1999             By:     /s/ Kenneth B. Wigglesworth
                                               -----------------------------------
                                       Name:   Kenneth B. Wigglesworth
                                       Title:  Executive Vice President Finance
                                               and Chief Financial Officer
  
                                        -3-
  
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  Exhibit        Description
  -------        -----------
  
  2.1            Amended and Restated Agreement and Plan of Merger, dated as of
                 June 22, 1999, amended as of August 20,1999 and amended and
                 restated as of November 10, 1999, by and among the Registrant,
                 Stanford Telecom and Merger Sub
  
  99.1           Joint Press Release issued by the Registrant and Stanford Telecom
                 on November 10, 1999
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text: 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):  November 10, 1999
  
                          Newbridge Networks Corporation
  --------------------------------------------------------------------------------
                (Exact Name of Registrant as Specified in Charter)
  
             Canada                     001-13316                 98-0077506
  --------------------------------------------------------------------------------
  (State or Other Jurisdiction    (Commission File Number)      (IRS Employer
        of Incorporation)                                    Identification No.)
  
     600 March Road, Kanata, Ontario, Canada                        K2K 2E6
  --------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                       (Zip Code)
  
  Registrant's telephone number, including area code:       (613) 591-3600
                                                       ---------------------------
  
                                        N/A
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  Item 5.  Other Events.
  
       On June 22, 1999, the Registrant entered into an Agreement and Plan of
  Merger (the "Merger Agreement") with Stanford Telecommunications, Inc., a
  Delaware corporation ("Stanford Telecom"), and Saturn Acquisition Corp., a
  Delaware corporation and a wholly owned subsidiary of the Registrant ("Merger
  Sub"), which provided for the acquisition of Stanford Telecom by the Registrant
  in a tax-free, stock-for-stock exchange.
  
       On November 10, 1999, the Registrant, Stanford Telecom and Merger Sub
  amended and restated the Merger Agreement (the "Amended Merger Agreement") in
  order to change the structure of the merger into a cash-for-stock exchange, in
  which each share of Stanford Telecom common stock issued and outstanding prior
  to the effective time of the merger will be automatically converted into the
  right to receive in cash, without interest, an amount equal to U.S. $34.22. The
  other terms of the Amended Merger Agreement are substantially similar to the
  terms of the original Merger Agreement.
  
       The Amended Merger Agreement will be subject to the approval of Stanford
  Telecom's stockholders at a special meeting to be called for purposes of
  approving the merger.
  
       In connection with the change in the structure of the merger, the
  Registrant applied on November 12, 1999 to the Securities and Exchange
  Commission to withdraw its Registration Statement on Form S-4 (No. 333-88763),
  filed on October 12, 1999, because it will no longer issue any shares to
  Stanford Telecom stockholders in the merger. However, the Registrant will assume
  Stanford Telecom employee stock options which remain unexercised at the
  effective time of the merger, and the registrant intends to file a Registration
  Statement on Form S-8 in respect of those employee stock options.
  
       The foregoing summary of the Amended Merger Agreement is not complete and
  is qualified in its entirety by reference to the Amended Merger Agreement.  A
  copy of the Amended Merger Agreement is filed as an exhibit to this Form 8-K and
  is incorporated herein by this reference. The press release relating to the
  Amended Merger Agreement is also filed as an exhibit to this Form 8-K.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
    (c)     Exhibits
  
    2.1     Amended and Restated Agreement and Plan of Merger, dated as of June
            22, 1999, as amended as of August 20, 1999 and amended and restated as
            of November 10, 1999, by and among Stanford Telecom, the Registrant
            and Merger Sub
  
   99.1     Joint Press Release issued by the Registrant and Stanford Telecom
            on November 10, 1999
  
                                        -2-
  SIGNATURE
  
            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.
  
                                       Newbridge Networks Corporation
  
  Dated: November 17, 1999             By:     /s/ Kenneth B. Wigglesworth
                                               -----------------------------------
                                       Name:   Kenneth B. Wigglesworth
                                       Title:  Executive Vice President Finance
                                               and Chief Financial Officer
  
                                        -3-
  EXHIBIT INDEX
  
  Exhibit        Description
  -------        -----------
  
  2.1            Amended and Restated Agreement and Plan of Merger, dated as of
                 June 22, 1999, amended as of August 20,1999 and amended and
                 restated as of November 10, 1999, by and among the Registrant,
                 Stanford Telecom and Merger Sub
  
  99.1           Joint Press Release issued by the Registrant and Stanford Telecom
                 on November 10, 1999