-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bi8QsBKLY09OFSRYpMEHdyZHeaBM9SoUhZen31/iLIsl6zPa4SZe8tAg//ae8YO5 EuetI6dNifQ57sZUbzbffA== 0000903423-05-000099.txt : 20050211 0000903423-05-000099.hdr.sgml : 20050211 20050211161332 ACCESSION NUMBER: 0000903423-05-000099 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARADYNE NETWORKS INC CENTRAL INDEX KEY: 0000076174 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 520891723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18403 FILM NUMBER: 05598794 BUSINESS ADDRESS: STREET 1: 8545 126TH AVE N STREET 2: PO BOX 2826 CITY: LARGO STATE: FL ZIP: 33773 BUSINESS PHONE: 7275302000 MAIL ADDRESS: STREET 1: 8545 126TH AVE NORTH CITY: LARGO STATE: FL ZIP: 33773 FORMER COMPANY: FORMER CONFORMED NAME: PARADYNE CORP DATE OF NAME CHANGE: 19920717 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTEL NETWORKS CORP CENTRAL INDEX KEY: 0000072911 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 621262580 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ATTN: CORPORATE SECRETARY STREET 2: 8200 DIXIE ROAD, SUITE 100 CITY: BRAMPTON STATE: A6 ZIP: L6T 5P6 BUSINESS PHONE: 9058630000 MAIL ADDRESS: STREET 1: ATTN: CORPORATE SECRETARY STREET 2: 8200 DIXIE ROAD, SUITE 100 CITY: BRAMPTON STATE: A6 ZIP: L6T 5P6 FORMER COMPANY: FORMER CONFORMED NAME: NORTHERN TELECOM LTD DATE OF NAME CHANGE: 19940831 FORMER COMPANY: FORMER CONFORMED NAME: NORTHERN ELECTRIC CO LTD DATE OF NAME CHANGE: 19760324 SC 13G/A 1 paradyne13ga_0208.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Paradyne Networks, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock ($0.001 par value) - -------------------------------------------------------------------------------- (Title of Class of Securities) 69911G107 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2004 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Corporate Secretary Nortel Networks Corporation 8200 Dixie Road Brampton, ON L6T 5P6 905-863-0000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 69911G107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Nortel Networks Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY 2,908,501 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH: 8 SHARED DISPOSITIVE POWER 2,908,501 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,908,501 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] (See Instructions) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.3% 12 TYPE OF REPORTING PERSON CO Item 1. (a) Name of Issuer: Paradyne Networks, Inc. (b) Address of Issuer's Principal Executive Offices: 8545 126th Avenue North, Largo, FL 33773 Item 2. (a) Name of Person Filing: Nortel Networks Corporation (b) Address of Principal Business Office: 8200 Dixie Road, Suite 100, Brampton, Ontario L6T 5P6, Canada (c) Citizenship: Ontario, Canada (d) Title of Class of Securities: Common Stock ($0.001 par value) (e) CUSIP Number: 69911G107 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) | | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) | | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). Insurance company as defined in section 3(a)(19) of the Act (15 (c) |_| U.S.C. 78c). Investment company registered under Section 8 of the Investment (d) |_| Company Act of 1940 (15 U.S.C. 80a-8). (e) |_| An investment adviser in accordance withss.240.13d-1(b)(1)(ii)(E); An employee benefit plan or endowment fund in accordance (f) |_| withss.240.13d-1(b)(1)(ii)(F); A parent holding company or control person in accordance (g) | | withss.240.13d-1(b)(ii)(G); A savings association as defined in Section 3(b) of the Federal (h) |_| Deposit Insurance Act (12 U.S.C. 1813); A church plan that is excluded from the definition of an (i) |_| investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership (a) Amount Beneficially Owned: 2,908,501 (b) Percent of Class: 6.3% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: -0- (ii) Shared power to vote or to direct the vote: 2,908,501 (iii) Sole power to dispose or to direct the disposition of: -0- (iv) Shared power to direct the disposition of: 2,908,501 Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as [ ] of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company The shares beneficially owned by Nortel Networks Corporation are held directly by Nortel Networks Inc., a wholly owned subsidiary of Nortel Networks Limited, which in turn is a wholly owned subsidiary of Nortel Networks Corporation. Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 11, 2005 NORTEL NETWORKS CORPORATION By: /s/ Katharine B. Stevenson ---------------------------- Name: Katharine B. Stevenson Title: Treasurer By: /s/ Gordon A. Davies ---------------------------- Name: Gordon A. Davies Title: Assistant General Counsel-Securities and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----