6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2010

Commission File Number: 000-49984

Mitel Networks Corporation

(Exact name of registrant as specified in its charter)

350 Legget Drive, Ottawa, Ontario K2K 2W7

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  þ            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨                     No  þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-        

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, thereunto duly authorized.

	MITEL NETWORKS CORPORATION
Date: June 1, 2010	By:	/s/    GREGORY J. HISCOCK
	Name:	Gregory J. Hiscock
	Title:	General Counsel and Corporate Secretary

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Bank of America Merrill Lynch US Technology Conference Investor Presentation, dated June 2, 2010

3

EX-99.1

Bank of America Merrill Lynch

US Technology Conference

Don Smith

Chief Executive Officer

June 2, 2010

Exhibit 99.1

slide 2

Forward Looking Statements

Some

of

the

statements

in

this

presentation

are

forward-looking

statements

within

the

meaning

of

applicable

U.S.

and

Canadian

securities

laws

that

reflect

Mitel's

current

views

with

respect

to

future

events

and

its

financial

results,

performance,

financial

position

or

achievements.

Statements

that

include

the

words

"may,"

"will,"

"should,"

"could,"

"estimate,"

"continue,"

"expect,"

"intend,"

"plan,"

"predict,"

"potential,"

"believe,"

"project,"

"anticipate"

and

similar

statements

of

a

forward-looking

nature,

or

the

negatives

of

those

statements,

identify

forward-looking

statements.

In

particular,

this

press

release

may

contain

forward

looking

statements

pertaining

to,

among

other

matters:

general

global

economic

conditions;

Mitel's

business

strategy;

Mitel's

plans

and

objectives

for

future

operations;

Mitel's

industry;

Mitel's

future

economic

performance,

profitability

and

financial

condition;

the

costs

of

operating

as

a

public

company;

and

Mitel's

research

and

development

expenditures.

These

forward-looking

statements

reflect

Mitel's

current

views

with

respect

to

future

events

and

are

based

on

assumptions

and

subject

to

risks

and

uncertainties.

In

making

these

statements

we

have

made

assumptions

regarding,

among

other

things:

no

unforeseen

changes

occurring

in

the

competitive

landscape

that

would

affect

our

industry;

a

stable

or

recovering

economic

environment;

no

significant

event

occurring

outside

the

ordinary

course

of

our

business;

and

stable

foreign

exchange

and

interest

rates.

In

making

these

statements

we

have

made

assumptions

regarding,

among

other

things:

no

unforeseen

changes

occurring

in

the

competitive

landscape

that

would

affect

our

industry;

a

stable

or

recovering

economic

environment;

no

significant

event

occurring

outside

the

ordinary

course

of

our

business;

and

stable

foreign

exchange

and

interest

rates.

Actual

events

or

Mitel's

results,

performance,

financial

position

or

achievements

could

differ

materially

from

those

contemplated,

expressed

or

implied

by

such

forward-looking

statements

as

a

result

of

various

risks

and

uncertainties,

including

the

risks

factors

described

under

the

heading

"Risk

Factors"

in

Mitel's

prospectus,

dated

April

21,

2010,

which

has

been

filed

with

the

U.S.

Securities

and

Exchange

Commission

and

Canadian

securities

authorities.

Except

as

required

by

law,

Mitel

is

under

no

obligation

to

update

any

forward-looking

statement,

whether

as

a

result

of

new

information,

future

events

or

otherwise.

Adjusted EBITDA

Adjusted

EBITDA

is

defined

as

consolidated

net

income

(loss)

before

(1)

interest

expense,

(2)

income

tax

(recovery)

expense,

(3)

amortization

and

depreciation,

(4)

foreign

exchange

(gain)

or

loss,

(5)

fair

value

adjustment

on

derivative

instruments,

(6)

debt

and

warrant

retirement

costs,

(7)

impairment

of

goodwill,

(8)

special

charges,

integration

and

merger

related

costs,

(9)

in-process

research

and

development,

(10)

litigation

settlement,

(11)

initial

public

offering

costs,

(12)

stock-based

compensation,

(13)

loss

(gain)

on

sale

of

manufacturing

operations

and

(14)

additional

adjustments

for

one-time

items.

For

a

reconciliation

of

Adjusted

EBITDA

to

net

income

(loss),

the

most

directly

comparable

U.S.

GAAP

measure,

see

"Supplemental

Materials—Adjusted

EBITDA

Reconciliation".

Adjusted

EBITDA

is

not

a

measure

calculated

in

accordance

with

U.S.

GAAP.

Adjusted

EBITDA

should

not

be

considered

as

an

alternative

to

net

income,

income

from

operations

or

any

other

measure

of

financial

performance

calculated

and

presented

in

accordance

with

U.S.

GAAP.

We

prepare

Adjusted

EBITDA

to

eliminate

the

impact

of

items

that

we

do

not

consider

indicative

of

our

core

operating

performance.

We

encourage

you

to

evaluate

these

adjustments

and

the

reasons

we

consider

them

appropriate,

as

well

as

the

material

limitations

of

non-GAAP

measures

and

the

manner

in

which

we

compensate

for

those

limitations.

See

"Selected

Consolidated

Financial

Data"

in

the

prospectus.

Safe Harbor Statement

slide 3

Focused on the market opportunity created by the convergence of IP telephony,

Unified Communications & Collaboration (UCC), software applications and mobility

Building on the trend towards software-based solutions

Addressing the needs of customers across 90 countries, through 80 offices and

1,600 channel partners

Mitel Overview

A Leading Provider of IP-Based Communications Solutions to the SME Market

slide 4

Large and rapidly growing IP Telephony and UCC markets

Leader in the SME communications market

Comprehensive portfolio of IP-based solutions

Differentiated go-to-market strategy

Attractive financial model with significant operating leverage

Investment Highlights

slide 5

Focused on Large and Rapidly Growing Markets

IP Telephony ($bn)

(1)

Unified Communications ($bn)

(2)

(1)

Gartner,

Inc.,

“Forecast:

Enterprise

Telephony

Equipment,

Worldwide,

2005-2014,

(1Q10

Update),”

February

2010,

Megan

Fernandez.

(2)

Market

Overview:

Sizing

Unified

Communications,

Forrester

Research,

Inc.,

February

2009.

slide 6

Leader in the SME Communications Market

Cisco

22.0%

Avaya

14.7%

11.2%

NEC

10.4%

Nortel

8.2%

ShoreTel

2.7%

Other

30.8%

Total

100.0%

Mitel

Customers

by Customer Size

(3)

Global

Installed

Base

(2)

(~400+ million extensions)

SME

Telephony

Market

Share

(1)

(Sub-1000 Lines, North America)

Top 3 SME market share…

The largest market…

A pure play in SME

Market

Market

Share

Share

(4)

(4)

Company

Company

(1)

T3i

Group

LLC,

“InfoTrack

for

Enterprise

Communications

Summary

Results

North

America:

Q309,

December

2009

and

Q409,

February

2010

Reports.”

(2)

MZA

Telecoms

&

IT

analysts,

The

World

PBX

&

IP

Market,

Sept.

09.

Represents

2010E

statistics.

(3)

Based

on

shipments

of

Mitel

Communications

Director.

(4)

Arrows

represent

direction

of

market

share

movement

from

2007

–

2009.

Dash

indicates

<.15%

change

in

market

share.

Other

includes

Panasonic,

Vertical

Networks

and  

Toshiba,

with

8.0%,

7.1%

and

5.9%

market

share,

respectively.

>100 Ext.

46%

# of

Extensions

System Size

System Size

% IP

% IP

Technology

SME

SME

Enterprise

Enterprise

Extensions

<100 Ext.

54%

IP

19%

TDM

81%

slide 7

Unique Characteristics of the SME Market

SME

(<1,000 Lines)

1,000

Lines

Enterprise

Scalable systems and

applications

Direct, high touch sales

Organizations focused on large

customers

End-to-end solutions

Consistent pre-

integrated applications

Simplicity of

implementation and use

Channel friendly model

Legacy migration

Primary Market Focus

Unique Requirements

slide 8

Comprehensive Portfolio of IP-based Solutions

Hybrid Digital-IP

Pure IP

Mitel Communications

Director (MCD) Software

MAS

Unified

Communicator

Contact Center

Converged Collab.

& Video

Telecollaboration

slide 9

Highly Differentiated Technology Platform

Appliance

‘Single’

Distributed

Network to 999 nodes

Data Center

Application

Multi-Instance

Virtual

Appliance

Simplicity

Flexibility

Investment Protection

Commonality

slide 10

Pre-integrated, single-server consolidation

Simple implementation & administration

Compelling channel & customer ROI

Simple customization using intuitive web toolkit

Our Integrated UCC Applications Suite

Speech

Auto-Attendant

Teleworker

Solution

Unified

Communicator

Mobile

Audio

& Web

Conferencing

Customer

Service Manager

Business

Dashboard

Customer

Service Manager

Mitel

Applications

Suite

Unified

Messaging

slide 11

Key Strategic Partners

We leverage the expertise and technology of our strategic partners

Mitel

Solution Alliance Program

slide 12

Leading Global SME Distribution

Global

Distribution

Network

of

Over

1,600

Channel

Partners

in

90

Countries

Americas

EMEA

APAC

~700

channel

partners

60

Mitel

sales

offices

~130

exclusive

business

partners

~800

channel

partners

15

Mitel

sales

offices

~100

channel

partners

5

Mitel

sales

offices

slide 13

Hospitality

Selected Customers

Government

Retail

Other Selected Customers

Healthcare

Finance

Education

slide 14

Capitalize on Growth in IP

Telephony

Increased Software-based UCC

Application Adoption

International Opportunities

in EMEA, APAC and CALA

Exploit Opportunities for Market

Share Gain

Significant Growth Opportunities

1,600+ Global

Channel Partners

Mitel IP

Solutions

Pent up Demand for IPT and UCC

Solutions

Mitel Financial Overview

slide 15

Mitel | Confidential

Steve Spooner

Chief Financial Officer

slide 16

Financial Highlights

Diversified geographic, customer and product mix

Strong financial track record

Significant operating leverage

Strong pro forma capital structure

Credible path to long term target model

slide 17

Diversified Business Profile

Revenue by Geography

(3Q YTD FY10)

Revenue by Geography

Revenue by Geography

(3Q YTD FY10)

(3Q YTD FY10)

Revenue by Product Category

(3Q YTD FY10)

Revenue by Product Category

Revenue by Product Category

(3Q YTD FY10)

(3Q YTD FY10)

Largest customer represented <1% of sales in FY2009

slide 18

Strong Momentum in IP Solutions

IPT Line Shipments

(1)

(Percent of Total Lines Shipped)

Mitel

Software Sales

(FY2010 YTD, Excluding Phones)

Mitel

UCC Application Suite

(Customer Attachment)

(1)  Synergy Research Group, Enterprise Voice Worldwide Q4 2009 Market Share Tables.

Software Licenses

Appliances

Mitel

software is ~60% of product

sales, excluding phones

Strong growth in UCC applications

suite attachment

Mitel

is significantly ahead of the

industry average

Appliances

slide 19

$30

$20

$22

$23

Q4 FY09

Q1 FY10

Q2 FY10

Q3 FY10

Revenue & EBITDA Growth

Annual Revenue & Adjusted EBITDA

(FY Ended April 30)

Quarterly Revenue & Adjusted EBITDA

(Last 4 quarters ~ CY2009)

Purchased Inter-Tel: August 2007

$385

$692

$735

$171

$159

$162

$162

Note: Numbers may not sum due to rounding.

(1)  Adjusted for one-time items.

YoY

Growth

(1)

(19%)

29%

(22%)

21%

(16%)

43%

(2%)

30%

Revenue

Adjusted EBITDA

One-Time Items

$730

$72

$167

$23

$5

$7

$7

$5

slide 20

Significant Operating Leverage

Gross Margin

(1)

Adjusted EBITDA Margin

(1)

(1) FY2009 Q4 adjusted to account for one-time items.

slide 21

Drivers of Future Margin Expansion

Increased Platform Software Mix

Growing UCC Application Attachment

Leverage from Increased Volumes

Design Cost Improvements

Subscription/Annuity Services

slide 22

Pro Forma Balance Sheet

(1)  As Adjusted Interest Expense assumes LTM LIBOR of 25bps.

(2)  Adjusted EBITDA as defined in the prospectus. Does not includes adjustments for FY2009 Q4 one-time items.

slide 23

Long-Term Target Model

Note: FY10 YTD is the 9 months ending 1/31/10.  Where relevant, metrics exclude one-time items, stock-based compensation and amortization of intangibles.  Items may not sum due

to rounding. Tax rate for FY09 and FY10YTD omitted as non-meaningful.

Thank you