<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 3, 2002


                           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 June 3, 2002, the Registrant issued a press release announcing the
commencement pursuant to separate preliminary prospectus supplements and
accompanying prospectuses of two concurrent offerings in the United States and
Canada of equity units and common shares of the Registrant. The preliminary
prospectus supplements and prospectuses relate to the shelf registration
statements filed by the Registrant and Nortel Networks Limited, the Registrant's
principal direct operating subsidiary, with the United States Securities and
Exchange Commission and Canadian securities regulatory authorities. The related
press release and the Canadian base shelf prospectus are filed as Exhibits 99.1
and 99.2, respectively, and are incorporated by reference herein and in such
United States preliminary prospectus supplements and accompanying prospectuses.


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

(c)      Exhibits

         99.1     Press release dated June 3, 2002.

         99.2     Canadian base shelf prospectus filed pursuant to applicable
                  Canadian securities laws dated May 29, 2002.



                                       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: June 3, 2002




                                       3

<PAGE>



                                  EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

99.1           Press release dated June 3, 2002.

99.2           Canadian base shelf prospectus filed pursuant to applicable
               Canadian securities laws dated May 29, 2002.



                                       4
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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": "02669074"}, "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

                                 Date of Report
                        (date of earliest event reported)
                                  June 3, 2002

                           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 June 3, 2002, the Registrant issued a press release announcing the
commencement pursuant to separate preliminary prospectus supplements and
accompanying prospectuses of two concurrent offerings in the United States and
Canada of equity units and common shares of the Registrant. The preliminary
prospectus supplements and prospectuses relate to the shelf registration
statements filed by the Registrant and Nortel Networks Limited, the Registrant's
principal direct operating subsidiary, with the United States Securities and
Exchange Commission and Canadian securities regulatory authorities. The related
press release and the Canadian base shelf prospectus are filed as Exhibits 99.1
and 99.2, respectively, and are incorporated by reference herein and in such
United States preliminary prospectus supplements and accompanying prospectuses.

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

(c)      Exhibits

         99.1     Press release dated June 3, 2002.

         99.2     Canadian base shelf prospectus filed pursuant to applicable
                  Canadian securities laws dated May 29, 2002.

                                       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: June 3, 2002

                                       3
EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

99.1           Press release dated June 3, 2002.

99.2           Canadian base shelf prospectus filed pursuant to applicable
               Canadian securities laws dated May 29, 2002.

                                       4