<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


                                February 28, 2002
                       ----------------------------------
                        (date of earliest event reported)



                           NORTEL NETWORKS CORPORATION
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)





          CANADA                         001-07260            not applicable
----------------------------           ------------         -------------------
(State or other jurisdiction           (Commission          (IRS Employer
      of incorporation)                File Number)         Identification No.)




8200 Dixie Road, Suite 100, Brampton, Ontario, Canada             L6T 5P6
-----------------------------------------------------            ----------
    (address of principal executive offices)                     (Zip code)





Registrant's telephone number, including area code (905) 863-0000.


<PAGE>



ITEM 5.    OTHER EVENTS

On February 28, 2002, the Registrant issued a press release announcing a number
of changes in the make-up of its board of directors including the dissolution of
the Office of the Chief Executive.

The Office of the Chief Executive, which was created on November 1, 2001,
consisted of: Frank Dunn, president and chief executive officer; Lynton R. (Red)
Wilson, executive chairman of the board; and John Roth, non-executive
vice-chairman of the board.

In connection with the dissolution of the Office of the Chief Executive, Wilson
returned to his former position as non-executive chairman of the board. Roth,
currently a director and non-executive vice chairman of the board, has decided
not to stand for re-election to the board at the Registrant's April 25, 2002
shareholders' meeting.

The Registrant also announced that William Arthur (Bill) Owens, 61, had joined
its board of directors. Owens is vice chairman of the board and co-chief
executive officer of Teledesic, LLC.




ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)    Exhibits.


       None




                                       2
<PAGE>




                                   SIGNATURES

         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.

                                     NORTEL NETWORKS CORPORATION



                                 By: /s/ DEBORAH J. NOBLE
                                     -----------------------------------
                                     Deborah J. Noble
                                     Corporate Secretary




                                 By: /s/ BLAIR F. MORRISON
                                     -----------------------------------
                                     Blair F. Morrison
                                     Assistant Secretary

Dated:  March 1, 2002




                                       3
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{"company-data": {"conformed-name": "NORTEL NETWORKS CORP", "cik": "0000072911", "assigned-sic": "3661", "irs-number": "621262580", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07260", "film-number": "02564980"}, "business-address": {"street1": "8200 DIXIE ROAD SUITE 100", "street2": "BRAMPTON", "city": "ONTARIO CANADA", "state": "A6", "zip": "L6T 5P6", "phone": "9058631103"}, "mail-address": {"street1": "8200 DIXIE ROAD", "street2": "SUITE 100 BRAMPTON", "city": "ONTARIO CANADA", "state": "A6", "zip": "L6T 5P6"}, "former-company": [{"former-conformed-name": "NORTHERN TELECOM LTD", "date-changed": "19940831"}, {"former-conformed-name": "NORTHERN ELECTRIC CO LTD", "date-changed": "19760324"}]}
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

                                February 28, 2002
                       ----------------------------------
                        (date of earliest event reported)

                           NORTEL NETWORKS CORPORATION
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          CANADA                         001-07260            not applicable
----------------------------           ------------         -------------------
(State or other jurisdiction           (Commission          (IRS Employer
      of incorporation)                File Number)         Identification No.)

8200 Dixie Road, Suite 100, Brampton, Ontario, Canada             L6T 5P6
-----------------------------------------------------            ----------
    (address of principal executive offices)                     (Zip code)

Registrant's telephone number, including area code (905) 863-0000.
ITEM 5.    OTHER EVENTS

On February 28, 2002, the Registrant issued a press release announcing a number
of changes in the make-up of its board of directors including the dissolution of
the Office of the Chief Executive.

The Office of the Chief Executive, which was created on November 1, 2001,
consisted of: Frank Dunn, president and chief executive officer; Lynton R. (Red)
Wilson, executive chairman of the board; and John Roth, non-executive
vice-chairman of the board.

In connection with the dissolution of the Office of the Chief Executive, Wilson
returned to his former position as non-executive chairman of the board. Roth,
currently a director and non-executive vice chairman of the board, has decided
not to stand for re-election to the board at the Registrant's April 25, 2002
shareholders' meeting.

The Registrant also announced that William Arthur (Bill) Owens, 61, had joined
its board of directors. Owens is vice chairman of the board and co-chief
executive officer of Teledesic, LLC.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)    Exhibits.

       None

                                       2
SIGNATURES

         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.

                                     NORTEL NETWORKS CORPORATION

                                 By: /s/ DEBORAH J. NOBLE
                                     -----------------------------------
                                     Deborah J. Noble
                                     Corporate Secretary

                                 By: /s/ BLAIR F. MORRISON
                                     -----------------------------------
                                     Blair F. Morrison
                                     Assistant Secretary

Dated:  March 1, 2002

                                       3