<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 11, 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 11, 2002, the Registrant issued a press release announcing the
resignation of its chief financial officer. The press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.

The Registrant hereby discloses that a purported class action lawsuit was filed
in the United States District Court for the Middle District of Tennessee on
December 21, 2001, on behalf of participants and beneficiaries of the Nortel
Networks Long-Term Investment Plan (the "Plan") at any time during the period of
March 7, 2000 through the filing date and who made or maintained Plan
investments in the Registrant's common shares, under the Employee Retirement
Income Security Act for Plan-wide relief and alleging, among other things,
material misrepresentations and omissions to induce Plan participants to
continue to invest in and maintain investments in the Registrant's common shares
in the Plan. The lawsuit seeks an unspecified amount of damages. The Registrant
intends to vigorously defend this lawsuit.

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

(c)    Exhibits.

99.1   Press Release dated February 11, 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/ NICHOLAS J. DEROMA
                                             -----------------------------------
                                             Nicholas J. DeRoma
                                             Chief Legal Officer



                                       By:     /s/ BLAIR F. MORRISON
                                             -----------------------------------
                                             Blair F. Morrison
Dated:  February 12, 2002                    Assistant Secretary




                                       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": "02535697"}, "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 11, 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 11, 2002, the Registrant issued a press release announcing the
resignation of its chief financial officer. The press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.

The Registrant hereby discloses that a purported class action lawsuit was filed
in the United States District Court for the Middle District of Tennessee on
December 21, 2001, on behalf of participants and beneficiaries of the Nortel
Networks Long-Term Investment Plan (the "Plan") at any time during the period of
March 7, 2000 through the filing date and who made or maintained Plan
investments in the Registrant's common shares, under the Employee Retirement
Income Security Act for Plan-wide relief and alleging, among other things,
material misrepresentations and omissions to induce Plan participants to
continue to invest in and maintain investments in the Registrant's common shares
in the Plan. The lawsuit seeks an unspecified amount of damages. The Registrant
intends to vigorously defend this lawsuit.

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

(c)    Exhibits.

99.1   Press Release dated February 11, 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/ NICHOLAS J. DEROMA
                                             -----------------------------------
                                             Nicholas J. DeRoma
                                             Chief Legal Officer

                                       By:     /s/ BLAIR F. MORRISON
                                             -----------------------------------
                                             Blair F. Morrison
Dated:  February 12, 2002                    Assistant Secretary

                                       3