-----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, EKkrivvduPt+h+be8Ki7RUAulPaBuTd8aJugnB/wFHYXIJ1qUG07NgZrY0ay0tV6 j5fAVkjqOvHBQ770gOj+bw== 0000903100-03-000407.txt : 20031126 0000903100-03-000407.hdr.sgml : 20031126 20031125181313 ACCESSION NUMBER: 0000903100-03-000407 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARRIS GROUP INC CENTRAL INDEX KEY: 0001141107 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 582588724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61849 FILM NUMBER: 031024129 BUSINESS ADDRESS: STREET 1: 11450 TECHNOLOGY CIRCLE CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 6784732000 MAIL ADDRESS: STREET 1: 11450 TECHNOLOGY CIRCLE CITY: DULUTH STATE: GA ZIP: 30097 FORMER COMPANY: FORMER CONFORMED NAME: BROADBAND PARENT CORP DATE OF NAME CHANGE: 20010521 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 13D/A BUSINESS ADDRESS: STREET 1: 8200 DIXIE ROAD SUITE 100 STREET 2: BRAMPTON CITY: ONTARIO CANADA STATE: A6 ZIP: L6T 5P6 BUSINESS PHONE: 9058630000 MAIL ADDRESS: STREET 1: 8200 DIXIE ROAD STREET 2: SUITE 100 BRAMPTON CITY: ONTARIO CANADA 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 13D/A 1 amendno813d.txt NORTEL NETWORKS CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* ARRIS Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 04269Q100 - -------------------------------------------------------------------------------- (CUSIP Number) Deborah J. Noble Corporate Secretary Nortel Networks Corporation 8200 Dixie Road, Suite 100 Brampton, Ontario L6T 5P6 Canada (905) 863-1103 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 24, 2003 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * 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 on 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 (the "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). (Page 1 of 13 Pages) CUSIP NO. 04269Q100 Page 2 of 13 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nortel Networks Corporation - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) Not Applicable - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Canada - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 14,000,000 shares ----------------------------------------------------- 8. SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY 0 shares EACH REPORTING PERSON WITH ---------------------------------------------------- 9. SOLE DISPOSITIVE POWER 14,000,000 shares ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,000,000 shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 04269Q100 Page 3 of 13 Pages AMENDMENT NO. 8 TO SCHEDULE 13D This Amendment No. 8 amends the Statement on Schedule 13D filed on August 13, 2001, by and on behalf of Nortel Networks Corporation with respect to its beneficial ownership of common stock, par value $.01 per share ("Arris Group Common Stock"), of Arris Group, Inc. (f/k/a Broadband Parent Corporation), a Delaware corporation ("Arris Group"), as amended by Amendment No. 1 to Schedule 13D filed on June 11, 2002, Amendment No. 2 to Schedule 13D filed on June 21, 2002, Amendment No. 3 to Schedule 13D filed on June 25, 2002, Amendment No. 4 to Schedule 13D filed on March 13, 2003, Amendment No. 5 to Schedule 13D filed on March 19, 2003, Amendment No. 6 to Schedule 13D filed on March 25, 2003 and Amendment No. 7 to Schedule 13D filed on July 28, 2003 (as amended, the "Statement"). The Statement, as amended by this Amendment No. 8, is referred to herein as "Schedule 13D." This Schedule 13D is filed to report, among other things, that Nortel Networks Inc., Arris Group and CIBC World Markets Corp. ("CIBC") entered into an underwriting agreement and a related pricing agreement pursuant to which Nortel Networks Inc. has agreed to sell to CIBC, subject to customary closing conditions, 9,000,000 shares of Arris Group Common Stock. Capitalized terms used and not defined herein have the meanings set forth in the Statement. With respect to Items 2, 4, 5 and 6 of this Schedule 13D, the Schedule I to the Statement is hereby replaced with the Schedule I attached hereto. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- The final paragraph of Item 4 of the Statement is hereby deleted in its entirety and the following paragraphs shall be inserted in lieu thereof: Arris Group notified Nortel Networks that the July 2003 Registration Statement was declared effective by the Securities and Exchange Commission on August 4, 2003. On November 24, 2003, Nortel Networks Inc., Arris Group and CIBC entered into an underwriting agreement (the "November 2003 Underwriting Agreement") pursuant to which Nortel Networks Inc. may enter into one or more pricing agreements (each a "Pricing Agreement") to sell from time to time to CIBC and other underwriters shares of Arris Group Common Stock on the terms specified in any such Pricing Agreement. On November 24, 2003, Nortel Networks Inc., Arris Group and CIBC also entered into a pricing agreement (the "November 2003 Pricing Agreement") pursuant to which Nortel Networks Inc. agreed to sell 9,000,000 shares of Arris Group Common Stock to CIBC (the "November 2003 Offering"). Pursuant to the terms of the November 2003 Underwriting Agreement and the November 2003 Pricing Agreement, and upon consummation of the November 2003 Offering, the price at which Arris Group Common Stock will be sold to the public will be $5.65 per share, and Nortel Networks Inc. will receive proceeds from such sale of $5.45 per share, or aggregate proceeds of $49,050,000. Subject to certain customary closing CUSIP NO. 04269Q100 Page 4 of 13 Pages conditions, it is anticipated that the November 2003 Offering will close on or about November 28, 2003. On November 25, 2003, Arris Group filed a prospectus supplement (the "November Prospectus Supplement") pursuant to Rule 424(b)(3) of the Securities Act in connection with the sale by Nortel Networks Inc. to CIBC of 9,000,000 shares of Arris Group Common Stock registered under the July 2003 Registration Statement. Except as set forth in this Schedule 13D, the Reorganization Agreement, the Arris LLC Operating Agreement, the S-3 Registration Statement, the Prospectus Supplement, the Option Agreement, the Underwriting Agreement, the Stock Option Agreement, the Master Securities Loan Agreement, the March Prospectus Supplement, the July 2003 Registration Statement, the November 2003 Underwriting Agreement, the November 2003 Pricing Agreement and the November Prospectus Supplement, neither Nortel Networks Corporation nor, to the best of Nortel Networks Corporation's knowledge, any of the individuals named in Schedule I hereto has any plans or proposals which related to or which would result in or relate to any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ARRIS GROUP. ------------------------------------------------------------- The last two paragraphs of Item 6 of the Statement are hereby deleted in their entirety and the following paragraphs shall be inserted in lieu thereof: NOVEMBER 2003 UNDERWRITING AGREEMENT. On November 24, 2003, Nortel Networks Inc., Arris Group and CIBC entered into the November 2003 Underwriting Agreement pursuant to which Nortel Networks Inc. may enter into one or more Pricing Agreements to sell from time to time shares of Arris Group Common Stock to CIBC and other underwriters on the terms specified in any such Pricing Agreement. Absent a Pricing Agreement, the November 2003 Underwriting Agreement shall not be construed as an obligation of Nortel Networks Inc. to sell any of its shares of Arris Group Common Stock or as an obligation of CIBC or any other underwriters to purchase any of such shares. The November 2003 Underwriting Agreement provides, among other things, that Nortel Networks Inc. shall not, for a period of 60 days after the date of any Pricing Agreement, (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Arris Group Common Stock or any securities convertible into or exercisable or exchangeable for Arris Group Common Stock other than as a bona fide gift or bona fide gifts; provided, however, that the recipient of such bona fide gift or gifts shall execute and be bound by the terms of the lock-up agreement; or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Arris Group Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Arris Group Common Stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of Arris Group Common Stock or any security convertible into or exercisable or exchangeable for Arris Group Common Stock CUSIP NO. 04269Q100 Page 5 of 13 Pages without the prior written consent of the representatives of the underwriters, in each case other than (y) the shares of Arris Group Common Stock to be sold pursuant to the November 2003 Underwriting Agreement, or (z) any shares of Arris Group Common Stock sold by Nortel Networks to Arris Group. Pursuant to the November 2003 Underwriting Agreement, Arris Group and Nortel Networks have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act. A copy of the November 2003 Underwriting Agreement is filed as Exhibit 14 to this Schedule 13D and incorporated herein by reference. NOVEMBER 2003 PRICING AGREEMENT. On November 24, 2003, Nortel Networks Inc., Arris Group and CIBC entered into the November 2003 Pricing Agreement pursuant to which Nortel Networks Inc. agreed to sell 9,000,000 shares of Arris Group Common Stock to CIBC. Pursuant to the terms of the November 2003 Underwriting Agreement and the November 2003 Pricing Agreement, and upon consummation of the November 2003 Offering, the price at which Arris Group Common Stock will be sold to the public will be $5.65 per share, and Nortel Networks Inc. will receive proceeds from such sale of $5.45 per share, or aggregate proceeds of $49,050,000. Subject to certain customary closing conditions, it is anticipated that the November 2003 Offering will close on or about November 28, 2003. A copy of the November 2003 Pricing Agreement is filed as Exhibit 15 to this Schedule 13D and incorporated herein by reference. The foregoing summaries of the Reorganization Agreement, the Investor Rights Agreement, the Arris LLC Operating Agreement, the Registration Rights Agreement, the Lock-Up Agreement, the Option Agreement, the Underwriting Agreement, the Stock Option Agreement, the Registration Rights Letter Agreement, the CIBC Lock-Up Agreement, the Lock-Up Letter Agreement, the Master Securities Loan Agreement, the November 2003 Underwriting Agreement and the November 2003 Pricing Agreement are qualified in their entirety by reference to the text of such agreements incorporated by reference herein. Except as provided in the Reorganization Agreement, the Investor Rights Agreement, the Arris LLC Operating Agreement, the Registration Rights Agreement, the Lock-Up Agreement, the Option Agreement, the Underwriting Agreement, the Stock Option Agreement, the Registration Rights Letter Agreement, the CIBC Lock-Up Agreement, the Lock-Up Letter Agreement, the Master Securities Loan Agreement, the November 2003 Underwriting Agreement or the November 2003 Pricing Agreement or as set forth in this Schedule 13D, neither Nortel Networks Corporation nor, to the best of Nortel Networks Corporation's knowledge, any of the individuals named in Schedule I hereto has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Arris Group, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- Item 7 is hereby amended to include the following paragraphs: Exhibit 14 -- Underwriting Agreement, dated as of November 24, 2003, among Nortel Networks Inc., Arris Group, Inc. and CIBC World Markets Corp. (incorporated herein by reference to Exhibit 1.1 to Form 8-K (File No. 001- CUSIP NO. 04269Q100 Page 6 of 13 Pages 16631), filed by Arris Group, Inc. on November 25, 2003). Exhibit 15 -- Pricing Agreement, dated as of November 24, 2003, among Nortel Networks Inc., Arris Group, Inc. and CIBC World Markets Corp., (incorporated herein by reference to Exhibit 1.2 to Form 8-K (File No. 001-16631), filed by Arris Group, Inc. on November 25, 2003). CUSIP NO. 04269Q100 Page 7 of 13 Pages SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: November 25, 2003 NORTEL NETWORKS CORPORATION By: /s/ Katharine B. Stevenson ----------------------------------- Katharine B. Stevenson Treasurer By: /s/ Gordon Davies ----------------------------------- Gordon Davies Assistant Secretary CUSIP NO. 04269Q100 Page 8 of 13 Pages SCHEDULE I NORTEL NETWORKS CORPORATION AND NORTEL NETWORKS LIMITED DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN NON-EXECUTIVE BOARD APPOINTED OFFICERS The name, citizenship, present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each of the directors, executive officers and certain non-executive board appointed officers of Nortel Networks Corporation and Nortel Networks Limited is set forth below. Unless otherwise indicated below, the business address of each director, executive officer and certain non-executive board appointed officers is Nortel Networks Corporation and Nortel Networks Limited, 8200 Dixie Road, Suite 100, Brampton, Ontario L6T 5P6, Canada. PRESENT PRINCIPAL NAME AND CITIZENSHIP OCCUPATION OR EMPLOYMENT Directors - --------- Blanchard, James J. Piper Rudnick American 901-15th Street, N.W., Suite 700 Washington, DC 20005-2301 U.S.A. Brown, Robert E. Chairman of the Board Canadian/British Air Canada Air Canada Center 7373 Cote Vertu West Montreal, Quebec Canada H4Y 1H4 Cleghorn, John E. Chairman of the Board Canadian SNC-Lavalin Group Inc. 200 Bay Street, South Tower, Suite 3115 Royal Bank Plaza Toronto, Ontario M5J 2J5 Canada Dunn, Frank A. President and Chief Executive Officer Canadian Nortel Networks Corporation and Nortel Networks Limited Fortier, L. Yves Chairman and Senior Partner Canadian Ogilvy Renault 1981 McGill College Avenue, 12th Floor Montreal, Quebec H3A 3C1 Canada CUSIP NO. 04269Q100 Page 9 of 13 Pages Ingram, Robert A. Vice Chairman Pharmaceuticals American GlaxoSmithKline 5 Moore Drive Research Triangle Park, N.C. 27709 U.S.A. Owens, William A. Chief Executive Officer and Chairman of American the Board Teledesic LLC 3740 Carillon Point Kirkland, WA 98033 U.S.A. Saucier, Guylaine 1321 Sherbrooke Street West, Suite C-61 Canadian Montreal, Quebec H3G 1J4 Canada Smith, Jr., Sherwood H. Chairman Emeritus of the Board American CP&L One Hanover Square Building 421 Fayetteville Street Mall Raleigh, N.C. 27601-1748 U.S.A. Wilson, Lynton R. Chairman of the Board Canadian CAE Inc. 483 Bay Street, Floor 7, North Tower Toronto, Ontario M5G 2C9 Canada Chairman of the Board of Nortel Networks Corporation and Nortel Networks Limited Officers - -------- Dunn, Frank A. President and Chief Executive Officer Canadian Beatty, Douglas C. Chief Financial Officer Canadian DeRoma, Nicholas J. Chief Legal Officer American Mumford, D. Gregory Chief Technology Officer Canadian 3500 Carling Avenue Nepean, Ontario K2H 8E9 Canada Debon, Pascal President, Wireless Network French 2221 Lakeside Boulevard Richardson, Texas 75082-4399 U.S.A. CUSIP NO. 04269Q100 Page 10 of 13 Pages Bolouri, Chahram President, Global Operations Canadian McFadden, Brian W. President, Optical Networks Canadian 2351 Boulevard Alfred-Nobel St. Laurent, Quebec H4S 2A9 Canada Pusey, Stephen C. President, Europe, Middle East and U.K. Africa Maidenhead Office Park, Westacott Way Maidenhead, Berkshire SL6 3QH England Spradley, Susan L. President, Wireline Networks American 2221 Lakeside Boulevard Richardson, Texas 75082-4399 U.S.A. Tariq, Masood A. President, Global Alliances Canadian/American 4006 E. Chapel Hill-Nelson Highway Research Triangle Park, North Carolina 27709 U.S.A. Donovan, William J. Senior Vice-President, Human Resources American Gollogly, Michael J. Controller Canadian/U.K. Donoghue, Adrian J. * General Auditor Canadian Stevenson, Katharine B. Treasurer Canadian/American Noble, Deborah J. * Corporate Secretary Canadian Schilling, Steven L. President, Enterprise Accounts American 4006 E. Chapel Hill-Nelson Highway Research Triangle Park, North Carolina 27709 U.S.A. Doolittle, John M. * Vice-President, Tax Canadian CUSIP NO. 04269Q100 Page 11 of 13 Pages Morrison, Blair F. * Assistant Secretary Canadian Pahapill, MaryAnne E. * Assistant Treasurer Canadian Collins, Malcolm K. President, Enterprise Networks U.K. 4006 E. Chapel Hill-Nelson Highway Research Triangle Park, North Carolina 27709 U.S.A. Hitchcock, Albert R. * Chief Information Officer U.K. 4006 E. Chapel Hill-Nelson Highway Research Triangle Park, North Carolina 27709 U.S.A. Mao, Robert Yu Lang President and Chief Executive Officer, American Greater China 11/f, Tower 3 Sun Dong An Plaza 138 Wang Fu Jing Da Jie Beijing, 100006 China Joannou, Dion C. President, CALA American 1500 Concord Terrace Sunrise, Florida 33323 U.S.A. Davies, Gordon * Assistant Secretary Canadian Giamatteo, John J. President, Asia Pacific American Gate City Ohsaki, East Tower 9F 1-11-2 Ohsaki Shinagawa-Ku, Tokyo 141-8411 Japan Karen E. Sledge Assistant Controller * Non-executive board appointed officers CUSIP NO. 04269Q100 Page 12 of 13 Pages DIRECTORS, EXECUTIVE OFFICERS AND NON-EXECUTIVE BOARD APPOINTED OFFICERS OF NORTEL NETWORKS INC. The name, citizenship, present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each of the directors, executive officers and non-executive board appointed officers of Nortel Networks Inc. is set forth below. Unless otherwise indicated below, the business address of each director, executive officer and non-executive board appointed officer is Nortel Networks Inc., 220 Athens Way, Nashville, Tennessee 37228 USA. PRESENT PRINCIPAL NAME AND CITIZENSHIP OCCUPATION OR EMPLOYMENT Directors - --------- Cross, Mary M. President, Nortel Networks Inc. American 4008 E. Chapel Hill-Nelson Highway Research Triangle Park, N.C. 27709 U.S.A. Stevenson, Katharine B. Treasurer, Nortel Networks Corporation Canadian/American and Nortel Networks Limited 8200 Dixie Road, Suite 100 Brampton, Ontario L6T 5P6 Canada Officers - -------- Cross, Mary M. President American 4008 E. Chapel Hill-Nelson Highway Research Triangle Park, N.C. 27709 U.S.A. Egan, Lynn C. * Assistant Secretary American Gigliotti, Thomas A. * Assistant Secretary American 4001 E. Chapel Hill-Nelson Highway Research Triangle Park, N.C. 27709 U.S.A. Higginbotham, Ernest R. * Assistant Secretary American 2221 Lakeside Blvd. Richardson, TX 75082-4399 U.S.A. Knudsen, Paul T. * Assistant Secretary Canadian 2221 Lakeside Blvd. Richardson, TX 75082-4399 U.S.A. CUSIP NO. 04269Q100 Page 13 of 13 Pages Krebs, Laurie Vice President, Tax American 4001 E. Chapel Hill-Nelson Highway Research Triangle Park, N.C. 27709 U.S.A. LaSalle, William J. * Secretary American Nortel Networks Limited 8200 Dixie Road, Suite 100 Brampton, Ontario L6T 5P6 Canada Lester, Monica L. Treasurer American Noble, Deborah J. * Corporate Secretary Canadian Nortel Networks Corporation and Nortel Networks Limited Assistant Secretary, Nortel Networks Inc. 8200 Dixie Road, Suite 100 Brampton, Ontario L6T 5P6 Canada Stout, Allen K. Vice President, Finance American * Non-executive board appointed officers -----END PRIVACY-ENHANCED MESSAGE-----