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):  June 22, 1999
  
  
                          Newbridge Networks Corporation
  --------------------------------------------------------------------------------
                (Exact Name of Registrant as Specified in Charter)
  
  <TABLE>
  <S>                                   <C>                        <C>
                    Canada                     001-13316                      98-0077506
  -----------------------------------------------------------------------------------------------------
        (State or Other Jurisdiction    (Commission File Number)   (IRS Employer Identification No.)
               of Incorporation
  
  
       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)
  </TABLE>
  <PAGE>
  
  Item 5.  Other Events.
  
       On June 22, 1999, Newbridge Networks Corporation, a Canadian corporation
  ("Newbridge") entered into an Agreement and Plan of Merger (the "Merger
  Agreement") with Stanford Telecommunications, Inc., a Delaware corporation
  ("STel"), and Saturn Acquisition Corp., a Delaware corporation and a wholly
  owned subsidiary of Newbridge ("Merger Sub"), which provides for the acquisition
  of STel by Newbridge in a tax-free, stock-for-stock exchange.  Pursuant to the
  Merger Agreement, Merger Sub will be merged with and into STel (the "Merger"),
  and STel will become a wholly owned subsidiary of Newbridge.
  
       Consummation of the Merger is subject to certain conditions, including the
  following:
  
       .  approval by STel's stockholders, at a special meeting of stockholders,
  to be called for the purpose of voting on the Merger (the "Special Meeting");
  
       .  STel having entered into a definitive agreement or agreements to sell
  certain business units (the "Non-Core Assets") to one or more third party buyers
  for an aggregate purchase price which will result in after-tax net cash proceeds
  to STel of not less than $102 million;
  
       .  regulatory approvals; and
  
       .  other customary conditions.
  
  The Non-Core Assets to be sold to one or more third party buyers consist of
  STel's operations in  Satcom Ground Systems, Communications Systems
  Integration, Applied Technology Operation, Advanced Communications Systems and
  Manufacturing & Quality Assurance.
  
       In the Merger, for each share of STel common stock, the STel stockholders
  will receive Newbridge common shares with a value equal to (a) $30, subject to
  adjustment if the value of the Newbridge common shares is less than $24, and (b)
  an amount based upon a formula which includes the proceeds from the sale of the
  Non-Core Assets (the "Contingent Value").  The number of Newbridge shares to
  be received by the STel stockholders will be determined based on the average
  closing price of the Newbridge common shares during the 10 trading day period
  ending on the fifth trading day preceding the Special Meeting. The Contingent
  Value may be as high as $5; however, it is possible that the after-tax net
  cash proceeds from the sale of the Non-Core Assets may result in the
  Contingent Value being minimal.
  
       If the Non-Core Assets have not been sold by the closing of the Merger then
  the Contingent Value will become payable following completion of the sale of the
  Non-Core Assets.  In such event, at the time of the Merger, Newbridge and a
  rights agent will enter into a Contingent Value Rights Agreement and the STel
  stockholders will receive a certificate to evidence their right to the
  Contingent Value, which right will not be transferable.
  
       Pursuant to the Merger Agreement, STel has granted Newbridge an option to
  acquire a non-exclusive license to STel's wireless broadband technology (the
  "Technology Option Agreement"), which option would be exercisable at $69 million
  if a third party acquired control of STel.  Also pursuant to the Merger
  Agreement, STel has granted Newbridge an option to purchase unissued shares of
  STel common stock equal to 19.9% of the issued and outstanding STel common stock
  (the "Stock Option Agreement"), at $35 per share, upon the occurrence of certain
  events which could give rise to a termination of the Merger Agreement.
  
                                        -2-
  <PAGE>
  
       Certain officers and directors of STel have entered into voting agreements
  (the "Voting Agreements") with Newbridge providing that such officers and
  directors will vote, in their capacity as stockholders, in favor of the
  adoption of the Merger Agreement and approval of the Merger.
  
       The foregoing summaries of certain principal terms of the Merger Agreement,
  Technology Option Agreement, Stock Option Agreement and Voting Agreements are
  not complete and are qualified in their entirety by reference to the
  agreements. Copies of the Merger Agreement, Technology Option Agreement and
  Stock Option Agreement and the form of the Voting Agreement are filed as
  Exhibits to this Form 8-K and are incorporated herein by this reference. The
  form of the Contingent Value Rights Agreement that may be entered into between
  Newbridge and a rights agent, under the circumstances described above, also is
  filed as an Exhibit to this Form 8-K.
  
       A registration statement relating to the Newbridge common shares to be
  issued in the Merger will be filed with the Securities and Exchange Commission,
  as will a proxy statement relating to the Special Meeting.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
          (c)  Exhibits
  
               2.1   Agreement and Plan of Merger, dated as of June 22, 1999, by
                     and among Newbridge, STel and Merger Sub
  
               99.1  Wireless Broadband Products Technology License Option
                     Agreement, dated as of June 22, 1999, between Newbridge and
                     STel
  
               99.2  Stock Option Agreement, dated as of June 22, 1999, between
                     Newbridge and STel
  
               99.3  Form of Voting Agreement
  
               99.4  Form of Contingent Value Rights Agreement
  
               99.5  Joint Press Release issued by Newbridge and STel on June 22,
                     1999
  
                                        -3-
  <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:  June 29, 1999             By:    /s/ Peter Nadeau
                                           ----------------
                                    Name:  Peter Nadeau
                                           ------------
                                    Title: Vice President and General Counsel
                                           ----------------------------------
  
                                        -4-
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  Exhibit   Description
  -------   -----------
  
  2.1       Agreement and Plan of Merger, dated as of June 22, 1999, by and among
            Newbridge, STel and Merger Sub
  
  99.1      Wireless Broadband Products Technology License Option Agreement, dated
            as of June 22, 1999, between Newbridge and STel
  
  99.2      Stock Option Agreement, dated as of June 22, 1999, between Newbridge
            and STel
  
  99.3      Form of Voting Agreement
  
  99.4      Form of Contingent Value Rights Agreement
  
  99.5      Joint Press Release issued by Newbridge and STel on June 22, 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):  June 22, 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 Identification No.)
               of Incorporation
  
       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, Newbridge Networks Corporation, a Canadian corporation
  ("Newbridge") entered into an Agreement and Plan of Merger (the "Merger
  Agreement") with Stanford Telecommunications, Inc., a Delaware corporation
  ("STel"), and Saturn Acquisition Corp., a Delaware corporation and a wholly
  owned subsidiary of Newbridge ("Merger Sub"), which provides for the acquisition
  of STel by Newbridge in a tax-free, stock-for-stock exchange.  Pursuant to the
  Merger Agreement, Merger Sub will be merged with and into STel (the "Merger"),
  and STel will become a wholly owned subsidiary of Newbridge.
  
       Consummation of the Merger is subject to certain conditions, including the
  following:
  
       .  approval by STel's stockholders, at a special meeting of stockholders,
  to be called for the purpose of voting on the Merger (the "Special Meeting");
  
       .  STel having entered into a definitive agreement or agreements to sell
  certain business units (the "Non-Core Assets") to one or more third party buyers
  for an aggregate purchase price which will result in after-tax net cash proceeds
  to STel of not less than $102 million;
  
       .  regulatory approvals; and
  
       .  other customary conditions.
  
  The Non-Core Assets to be sold to one or more third party buyers consist of
  STel's operations in  Satcom Ground Systems, Communications Systems
  Integration, Applied Technology Operation, Advanced Communications Systems and
  Manufacturing & Quality Assurance.
  
       In the Merger, for each share of STel common stock, the STel stockholders
  will receive Newbridge common shares with a value equal to (a) $30, subject to
  adjustment if the value of the Newbridge common shares is less than $24, and (b)
  an amount based upon a formula which includes the proceeds from the sale of the
  Non-Core Assets (the "Contingent Value").  The number of Newbridge shares to
  be received by the STel stockholders will be determined based on the average
  closing price of the Newbridge common shares during the 10 trading day period
  ending on the fifth trading day preceding the Special Meeting. The Contingent
  Value may be as high as $5; however, it is possible that the after-tax net
  cash proceeds from the sale of the Non-Core Assets may result in the
  Contingent Value being minimal.
  
       If the Non-Core Assets have not been sold by the closing of the Merger then
  the Contingent Value will become payable following completion of the sale of the
  Non-Core Assets.  In such event, at the time of the Merger, Newbridge and a
  rights agent will enter into a Contingent Value Rights Agreement and the STel
  stockholders will receive a certificate to evidence their right to the
  Contingent Value, which right will not be transferable.
  
       Pursuant to the Merger Agreement, STel has granted Newbridge an option to
  acquire a non-exclusive license to STel's wireless broadband technology (the
  "Technology Option Agreement"), which option would be exercisable at $69 million
  if a third party acquired control of STel.  Also pursuant to the Merger
  Agreement, STel has granted Newbridge an option to purchase unissued shares of
  STel common stock equal to 19.9% of the issued and outstanding STel common stock
  (the "Stock Option Agreement"), at $35 per share, upon the occurrence of certain
  events which could give rise to a termination of the Merger Agreement.
  
                                        -2-
  Certain officers and directors of STel have entered into voting agreements
  (the "Voting Agreements") with Newbridge providing that such officers and
  directors will vote, in their capacity as stockholders, in favor of the
  adoption of the Merger Agreement and approval of the Merger.
  
       The foregoing summaries of certain principal terms of the Merger Agreement,
  Technology Option Agreement, Stock Option Agreement and Voting Agreements are
  not complete and are qualified in their entirety by reference to the
  agreements. Copies of the Merger Agreement, Technology Option Agreement and
  Stock Option Agreement and the form of the Voting Agreement are filed as
  Exhibits to this Form 8-K and are incorporated herein by this reference. The
  form of the Contingent Value Rights Agreement that may be entered into between
  Newbridge and a rights agent, under the circumstances described above, also is
  filed as an Exhibit to this Form 8-K.
  
       A registration statement relating to the Newbridge common shares to be
  issued in the Merger will be filed with the Securities and Exchange Commission,
  as will a proxy statement relating to the Special Meeting.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
          (c)  Exhibits
  
               2.1   Agreement and Plan of Merger, dated as of June 22, 1999, by
                     and among Newbridge, STel and Merger Sub
  
               99.1  Wireless Broadband Products Technology License Option
                     Agreement, dated as of June 22, 1999, between Newbridge and
                     STel
  
               99.2  Stock Option Agreement, dated as of June 22, 1999, between
                     Newbridge and STel
  
               99.3  Form of Voting Agreement
  
               99.4  Form of Contingent Value Rights Agreement
  
               99.5  Joint Press Release issued by Newbridge and STel on June 22,
                     1999
  
                                        -3-
  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:  June 29, 1999             By:    /s/ Peter Nadeau
                                           ----------------
                                    Name:  Peter Nadeau
                                           ------------
                                    Title: Vice President and General Counsel
                                           ----------------------------------
  
                                        -4-
  EXHIBIT INDEX
  
  Exhibit   Description
  -------   -----------
  
  2.1       Agreement and Plan of Merger, dated as of June 22, 1999, by and among
            Newbridge, STel and Merger Sub
  
  99.1      Wireless Broadband Products Technology License Option Agreement, dated
            as of June 22, 1999, between Newbridge and STel
  
  99.2      Stock Option Agreement, dated as of June 22, 1999, between Newbridge
            and STel
  
  99.3      Form of Voting Agreement
  
  99.4      Form of Contingent Value Rights Agreement
  
  99.5      Joint Press Release issued by Newbridge and STel on June 22, 1999