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):  December 14, 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 2.  Acquisition or Disposition Assets.
  
           On November 10, 1999, Newbridge Networks Corporation, a Canadian
  corporation (the "Registrant"), 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"),
  entered into an Amended and Restated Agreement and Plan of Merger (the "Merger
  Agreement").  Pursuant to the terms of the Merger Agreement, on December 14,
  1999 the Merger Sub merged with and into Stanford Telecom, the separate
  existence of the Merger Sub ceased, and Stanford Telecom became a wholly-owned
  subsidiary of the Registrant.  In connection with the merger, each share of
  Stanford Telecom common stock issued and outstanding prior to the effective time
  of the merger was automatically converted into the right to receive in cash,
  without interest, an amount equal to U.S. $34.22.
  
           The Registrant purchased the Stanford Telecom shares with its available
  cash reserves and a daylight loan facility through the Royal Bank of Canada.
  The loan was repaid on December 15, 1999.
  
           The merger is more fully described in the press release filed herewith
  as Exhibit 99.1.
  
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
           (a)  Financial Statement of Business Acquired.
  
                The financial statements of the business acquired are not being
                filed with this Report. Such financial statements, if required,
                will be filed within 60 days after the date this Report is filed
                with the Securities and Exchange Commission (the "Commission").
  
           (b)  Pro Forma Financial Information.
  
                The pro forma financial information is not being filed with this
                Report. Such financial statements, if required, will be filed
                within 60 days after the date this Report is filed with the
                Commission.
  
           (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 (Incorporated herein by reference to
                Registrant's Current Report on Form 8-K filed on November 18,
                1999)
  
           99.1 Joint Press Release issued by the Registrant and Stanford Telecom
                on December 15, 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: December 17, 1999              By: /s/ Peter Nadeau
                                         Title:  Corporate Vice President, General
                                                 Counsel and Secretary
  
                                        -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 (Incorporated herein by reference to Registrant's Current
            Report on Form 8-K filed on November 18, 1999)
  
  
  99.1      Joint Press Release issued by the Registrant and Stanford Telecom on
            December 15, 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):  December 14, 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 2.  Acquisition or Disposition Assets.
  
           On November 10, 1999, Newbridge Networks Corporation, a Canadian
  corporation (the "Registrant"), 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"),
  entered into an Amended and Restated Agreement and Plan of Merger (the "Merger
  Agreement").  Pursuant to the terms of the Merger Agreement, on December 14,
  1999 the Merger Sub merged with and into Stanford Telecom, the separate
  existence of the Merger Sub ceased, and Stanford Telecom became a wholly-owned
  subsidiary of the Registrant.  In connection with the merger, each share of
  Stanford Telecom common stock issued and outstanding prior to the effective time
  of the merger was automatically converted into the right to receive in cash,
  without interest, an amount equal to U.S. $34.22.
  
           The Registrant purchased the Stanford Telecom shares with its available
  cash reserves and a daylight loan facility through the Royal Bank of Canada.
  The loan was repaid on December 15, 1999.
  
           The merger is more fully described in the press release filed herewith
  as Exhibit 99.1.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
           (a)  Financial Statement of Business Acquired.
  
                The financial statements of the business acquired are not being
                filed with this Report. Such financial statements, if required,
                will be filed within 60 days after the date this Report is filed
                with the Securities and Exchange Commission (the "Commission").
  
           (b)  Pro Forma Financial Information.
  
                The pro forma financial information is not being filed with this
                Report. Such financial statements, if required, will be filed
                within 60 days after the date this Report is filed with the
                Commission.
  
           (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 (Incorporated herein by reference to
                Registrant's Current Report on Form 8-K filed on November 18,
                1999)
  
           99.1 Joint Press Release issued by the Registrant and Stanford Telecom
                on December 15, 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: December 17, 1999              By: /s/ Peter Nadeau
                                         Title:  Corporate Vice President, General
                                                 Counsel and Secretary
  
                                        -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 (Incorporated herein by reference to Registrant's Current
            Report on Form 8-K filed on November 18, 1999)
  
  99.1      Joint Press Release issued by the Registrant and Stanford Telecom on
            December 15, 1999