<PAGE>
 
                                            Registration Statement No. 333-

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------
                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER 
                          THE SECURITIES ACT OF 1933
                            ----------------------
                        NEWBRIDGE NETWORKS CORPORATION
            (Exact name of Registrant as specified in its charter)

           Canada                                          98-0077506
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification Number)

600 March Road, Kanata, Ontario, Canada                       K2K 2E6
(Address of Principal Executive Offices)                     (Zip Code)
                            ----------------------

                        Newbridge Networks Corporation
                  Consolidated Key Employee Stock Option Plan
                           (Full title of the plan)

                                John A. Farmer
                                   Secretary
                        Newbridge Networks Corporation
                                600 March Road
                        Kanata, Ontario, Canada K2K 2E6
                    (Name and address of agent for service)
                            ----------------------

                                (613) 591-3600
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 


   Title of
 securities to           Amount to            Proposed maximum             Proposed maximum
 be registered         be registered      offering price per share*     aggregate offering price*     Amount of registration fee 
--------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                  <C>                           <C>                           <C>  
Common Shares        8,745,273 shares           US$ 43 1/4                 US$ 378,233,057                   US$ 114,616
             
</TABLE> 

Solely for the purpose of computing the registration fee and calculated in
accordance with Rule 457(c), based upon the average of the high and low prices
for the Common Shares reported in the consolidated reporting system on June 30,
1997.

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the 
Prospectus contained in this Registration Statement is a combined Prospectus 
which also covers an aggregate of 16,254,727 Common Shares which may be issued 
pursuant to the plan registered under Registration Statement Nos. 33-51538, 
33-55964, 33-68710, 33-78276, 33-89624, 33-97472 and 333-2446 as previously
filed by the Registrant on Form S-8, effective March 15, 1996. This Registration
Statement is a new Registration Statement covering additional Common Shares
which may be issued pursuant to the plan and incorporated by reference
Registration Statement Nos. 33-51538, 33-55964, 33-68710, 33-78276, 33-89624, 
33-97472 and 333-2446 on Form S-8, as amended.

================================================================================

<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement is a new Registration Statement covering additional 
Common Shares which may be issued pursuant to the Consolidated Plan. The Company
previously registered other Common Shares which are reserved for issuance 
pursuant to the Consolidated Plan on Form S-8 under Registration Statement Nos.
33-51538, 33-55964, 33-68710, 33-78276, 33-89624, 33-97472 and 333-2446
effective March 15, 1996, all of which are incorporated herein by reference.

Item 3.  Incorporation of Documents by Reference.

The following documents are incorporated by reference and made a part hereof: 
the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended July 
28, 1996, October 27, 1996, and January 26, 1997; the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 1996; and the Company's 
Registration Statement on Form 8-A dated August 30, 1994 (for a description of 
the Company's Common Shares).

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 
15(d) of the United States Exchange Act after the date of the Prospectus and 
prior to the filing of a post-effective amendment which indicates that all 
Common Shares offered by the Prospectus have been sold or that deregisters all 
shares then remaining unsold shall be deemed to be incorporated by reference 
herein and to be a part hereof from the date of the filing of such documents. 
Any statement contained in a document incorporated or deemed to be incorporated 
by reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus to the extent that a statement contained herein or in any 
subsequently filed document which is also incorporated or deemed to be 
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified 
or superseded, to constitute a part of the Prospectus.

The Company will provide without charge to each person to whom a copy of the 
Prospectus is delivered, upon written or oral request, a copy of any or all of 
the foregoing documents incorporated herein by reference (not including exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to the Secretary,
Newbridge Networks Corporation, 600 March Road, Kanata, Ontario, Canada K2K 2E6,
telephone (613) 591-3600.

Item 5.  Interests of Named Experts and Counsel.

The consolidated financial statements of Newbridge Networks Corporation and the 
related financial statement schedule included in the Company's Annual Report on 
Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by 
reference, for the periods indicated in their reports, have been examined by 
Deloitte & Touche, 90 Sparks Street, Ottawa, Ontario, independent chartered 
accountants, whose reports on such financial statements and financial statement 
schedule appear in such Annual Report and are also incorporated herein. Such 
financial statements and financial statement schedule have been incorporated
herein in reliance upon the reports of Deloitte & Touche given upon their
authority as experts in accounting and auditing.

                                     II-1


<PAGE>
 
The validity of the issuance of the Common Shares offered by the Company hereby 
will be passed upon for the Company by Osler, Hoskin & Harcourt, Ottawa, 
Ontario. As of June 12, 1997, Kent H. E. Plumley, a director of the Company and 
a member of such firm, or members of his immediate family, beneficially owned 
308,924 Common Shares. The Company is also represented by Hunton & Williams, New
York, New York, who will pass upon certain legal matters relating to the Company
and the offering of the Common Shares in the United States.

Item 8.  Exhibits.

5.1      Opinion of Hunton & Williams.

5.2      Opinion of Osler, Hoskin & Harcourt.
 
23.1     Consent of Hunton & Williams (included in the opinion filed as 
         Exhibit 5.1).

23.2     Consent of Osler, Hoskin & Harcourt (included in the opinion filed as 
         Exhibit 5.2).

23.3     Consent of Deloitte & Touche.

24       Powers of Attorney.(1)

------------------

(1)  Incorporated by reference to Exhibit 25 to the Company's Registration
     Statement No. 33-43454 and Post-Effective Amendment No. 2 to Registration
     Statement No. 33-33981, as filed on Form S-8 on October 22, 1991, and to
     Exhibit 25.2 to the Company's Registration Statement No. 33-51538, as filed
     on Form S-8 on September 1, 1992.

                                     II-2
<PAGE>
 
                                  SIGNATURES

Pursuant to the requirements of the United States Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Kanata, Province of Ontario, Canada on the 3rd day of
July, 1997.


                        NEWBRIDGE NETWORKS CORPORATION

                        By: /s/ Terence H. Matthews
                           ---------------------------------------------------
                               Terence H. Matthews, Chairman of the Board of 
                               Directors and Chief Executive Officer


                        By: /s/ F. Michael Pascoe
                           ---------------------------------------------------
                               F. Michael Pascoe, Executive Vice President,
                               United States Authorized Representative


Pursuant to the requirements of the United States Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.

<TABLE> 
<CAPTION> 

         Signature                        Title                     Date       
         ---------                        -----                     ----       

<S>                               <C>                           <C>            
/s/ Terence H. Matthews           Chairman of the Board,        July 3, 1997   
---------------------------       Chief Executive Officer                  
  (Terence H. Matthews)                                                    

                                                                           
/s/ Kenneth B. Wigglesworth       Vice President and Chief      July 3, 1997
---------------------------       Financial Officer                   
 (Kenneth B. Wigglesworth)                                                  


*Denzil J. Doyle, Alan D.         Directors                     July 3, 1997
 Horn,  Trevor G. Jones, 
 Peter C. Madsen, Graham 
 C. C. Miller, Donald Mills, 
 Kent H. E. Plumley, Daniel 
 C. Rusheleau, Peter Sommerer, 
 and John C. J. Thyme                      
                                                                           

*By: /s/ James C. Avis
    ---------------------------------
    (James C. Avis, Attorney-in-Fact)
</TABLE> 

                                     II-3

<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 

Exhibit                                                             
  No.                                                                  Page
-------                                                                ----
<S>     <C> 
5.1     Opinion of Hunton & Williams.

5.2     Opinion of Osler, Hoskin & Harcourt.

23.1    Consent of Hunton & Williams (included in the opinion filed as
        Exhibit 5.1)

23.2    Consent of Osler, Hoskin & Harcourt (included in the opinion 
        filed as Exhibit 5.2).

23.3    Consent of Deloitte & Touche.

24      Powers of Attorney. (1)
</TABLE> 
--------------------

(1)  Incorporated by reference to Exhibit 25 to the Company's Registration
     Statement No. 33-43454 and Post-Effective Amendment No. 2 to Registration
     Statement No. 33-33981, as filed on Form S-8 on October 22, 1991, and to
     Exhibit 25.2 to the Company's Registration Statement No. 33-51538, as filed
     on Form S-8 on September 1, 1992.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11875}]
{"company-data": {"conformed-name": "NEWBRIDGE NETWORKS CORP", "cik": "0000827301", "assigned-sic": "3661", "irs-number": "980077506", "state-of-incorporation": "A6", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30777", "film-number": "97636372"}, "business-address": {"street1": "600 MARCH ROAD PO BOX 13600", "street2": "KANATA ONTARIO CANADA", "city": "K2K 2E6", "state": "A6", "phone": "6135913600"}, "mail-address": {"street1": "600 MARCH ROAD", "street2": "KANATA ONTARIO CANADA", "city": "K2K 2E6", "state": "A6"}}
Registration Statement No. 333-

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------
                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER 
                          THE SECURITIES ACT OF 1933
                            ----------------------
                        NEWBRIDGE NETWORKS CORPORATION
            (Exact name of Registrant as specified in its charter)

           Canada                                          98-0077506
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification Number)

600 March Road, Kanata, Ontario, Canada                       K2K 2E6
(Address of Principal Executive Offices)                     (Zip Code)
                            ----------------------

                        Newbridge Networks Corporation
                  Consolidated Key Employee Stock Option Plan
                           (Full title of the plan)

                                John A. Farmer
                                   Secretary
                        Newbridge Networks Corporation
                                600 March Road
                        Kanata, Ontario, Canada K2K 2E6
                    (Name and address of agent for service)
                            ----------------------

                                (613) 591-3600
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of
 securities to           Amount to            Proposed maximum             Proposed maximum
 be registered         be registered      offering price per share*     aggregate offering price*     Amount of registration fee 
--------------------------------------------------------------------------------------------------------------------------------
Common Shares        8,745,273 shares           US$ 43 1/4                 US$ 378,233,057                   US$ 114,616
Solely for the purpose of computing the registration fee and calculated in
accordance with Rule 457(c), based upon the average of the high and low prices
for the Common Shares reported in the consolidated reporting system on June 30,
1997.

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the 
Prospectus contained in this Registration Statement is a combined Prospectus 
which also covers an aggregate of 16,254,727 Common Shares which may be issued 
pursuant to the plan registered under Registration Statement Nos. 33-51538, 
33-55964, 33-68710, 33-78276, 33-89624, 33-97472 and 333-2446 as previously
filed by the Registrant on Form S-8, effective March 15, 1996. This Registration
Statement is a new Registration Statement covering additional Common Shares
which may be issued pursuant to the plan and incorporated by reference
Registration Statement Nos. 33-51538, 33-55964, 33-68710, 33-78276, 33-89624, 
33-97472 and 333-2446 on Form S-8, as amended.

================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement is a new Registration Statement covering additional 
Common Shares which may be issued pursuant to the Consolidated Plan. The Company
previously registered other Common Shares which are reserved for issuance 
pursuant to the Consolidated Plan on Form S-8 under Registration Statement Nos.
33-51538, 33-55964, 33-68710, 33-78276, 33-89624, 33-97472 and 333-2446
effective March 15, 1996, all of which are incorporated herein by reference.

Item 3.  Incorporation of Documents by Reference.

The following documents are incorporated by reference and made a part hereof: 
the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended July 
28, 1996, October 27, 1996, and January 26, 1997; the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 1996; and the Company's 
Registration Statement on Form 8-A dated August 30, 1994 (for a description of 
the Company's Common Shares).

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 
15(d) of the United States Exchange Act after the date of the Prospectus and 
prior to the filing of a post-effective amendment which indicates that all 
Common Shares offered by the Prospectus have been sold or that deregisters all 
shares then remaining unsold shall be deemed to be incorporated by reference 
herein and to be a part hereof from the date of the filing of such documents. 
Any statement contained in a document incorporated or deemed to be incorporated 
by reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus to the extent that a statement contained herein or in any 
subsequently filed document which is also incorporated or deemed to be 
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified 
or superseded, to constitute a part of the Prospectus.

The Company will provide without charge to each person to whom a copy of the 
Prospectus is delivered, upon written or oral request, a copy of any or all of 
the foregoing documents incorporated herein by reference (not including exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to the Secretary,
Newbridge Networks Corporation, 600 March Road, Kanata, Ontario, Canada K2K 2E6,
telephone (613) 591-3600.

Item 5.  Interests of Named Experts and Counsel.

The consolidated financial statements of Newbridge Networks Corporation and the 
related financial statement schedule included in the Company's Annual Report on 
Form 10-K for the fiscal year ended April 30, 1996 and incorporated herein by 
reference, for the periods indicated in their reports, have been examined by 
Deloitte & Touche, 90 Sparks Street, Ottawa, Ontario, independent chartered 
accountants, whose reports on such financial statements and financial statement 
schedule appear in such Annual Report and are also incorporated herein. Such 
financial statements and financial statement schedule have been incorporated
herein in reliance upon the reports of Deloitte & Touche given upon their
authority as experts in accounting and auditing.

                                     II-1
The validity of the issuance of the Common Shares offered by the Company hereby 
will be passed upon for the Company by Osler, Hoskin & Harcourt, Ottawa, 
Ontario. As of June 12, 1997, Kent H. E. Plumley, a director of the Company and 
a member of such firm, or members of his immediate family, beneficially owned 
308,924 Common Shares. The Company is also represented by Hunton & Williams, New
York, New York, who will pass upon certain legal matters relating to the Company
and the offering of the Common Shares in the United States.

Item 8.  Exhibits.

5.1      Opinion of Hunton & Williams.

5.2      Opinion of Osler, Hoskin & Harcourt.
 
23.1     Consent of Hunton & Williams (included in the opinion filed as 
         Exhibit 5.1).

23.2     Consent of Osler, Hoskin & Harcourt (included in the opinion filed as 
         Exhibit 5.2).

23.3     Consent of Deloitte & Touche.

24       Powers of Attorney.(1)

------------------

(1)  Incorporated by reference to Exhibit 25 to the Company's Registration
     Statement No. 33-43454 and Post-Effective Amendment No. 2 to Registration
     Statement No. 33-33981, as filed on Form S-8 on October 22, 1991, and to
     Exhibit 25.2 to the Company's Registration Statement No. 33-51538, as filed
     on Form S-8 on September 1, 1992.

                                     II-2
SIGNATURES

Pursuant to the requirements of the United States Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Kanata, Province of Ontario, Canada on the 3rd day of
July, 1997.

                        NEWBRIDGE NETWORKS CORPORATION

                        By: /s/ Terence H. Matthews
                           ---------------------------------------------------
                               Terence H. Matthews, Chairman of the Board of 
                               Directors and Chief Executive Officer

                        By: /s/ F. Michael Pascoe
                           ---------------------------------------------------
                               F. Michael Pascoe, Executive Vice President,
                               United States Authorized Representative

Pursuant to the requirements of the United States Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.
Signature                        Title                     Date       
         ---------                        -----                     ----
/s/ Terence H. Matthews           Chairman of the Board,        July 3, 1997   
---------------------------       Chief Executive Officer                  
  (Terence H. Matthews)                                                    

                                                                           
/s/ Kenneth B. Wigglesworth       Vice President and Chief      July 3, 1997
---------------------------       Financial Officer                   
 (Kenneth B. Wigglesworth)                                                  

*Denzil J. Doyle, Alan D.         Directors                     July 3, 1997
 Horn,  Trevor G. Jones, 
 Peter C. Madsen, Graham 
 C. C. Miller, Donald Mills, 
 Kent H. E. Plumley, Daniel 
 C. Rusheleau, Peter Sommerer, 
 and John C. J. Thyme                      
                                                                           

*By: /s/ James C. Avis
    ---------------------------------
    (James C. Avis, Attorney-in-Fact)
II-3
EXHIBIT INDEX
Exhibit                                                             
  No.                                                                  Page
-------                                                                ----
5.1     Opinion of Hunton & Williams.

5.2     Opinion of Osler, Hoskin & Harcourt.

23.1    Consent of Hunton & Williams (included in the opinion filed as
        Exhibit 5.1)

23.2    Consent of Osler, Hoskin & Harcourt (included in the opinion 
        filed as Exhibit 5.2).

23.3    Consent of Deloitte & Touche.

24      Powers of Attorney. (1)
--------------------

(1)  Incorporated by reference to Exhibit 25 to the Company's Registration
     Statement No. 33-43454 and Post-Effective Amendment No. 2 to Registration
     Statement No. 33-33981, as filed on Form S-8 on October 22, 1991, and to
     Exhibit 25.2 to the Company's Registration Statement No. 33-51538, as filed
     on Form S-8 on September 1, 1992.