UNITED STATES

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

Date of Report (Date of earliest event reported) ~~June~~August 199, 2012

NORTEL NETWORKS

CORPORATION

(Exact name of registrant as specified in its charter)


CANADA	001-07260	98-0535482
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5945 AIRPORT ROAD, SUITE 360, MISSISSAUGA, ONTARIO, CANADA		L4V 1R9
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 905-863-~~7000~~6840

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1Item 2.02 Results of Operations and Financial Condition.

~~Item~~On ~~1.01~~August 9, ~~Entry~~2012, ~~into~~Nortel Networks Corporation (NNC) issued a ~~Material~~press ~~Definitive~~release ~~Agreement~~concerning its financial results for the second quarter 2012. Such press release is attached hereto as Exhibit 99.1 and furnished in accordance with Item 2.02 of Form 8-K.

~~On June~~Item 19, 2012, Nortel Networks Corporation (NNC) announced that it, Nortel Networks Limited (NNL), and certain other Nortel entities including Nortel Networks Inc, Nortel Networks UK Limited (in administration) and Nortel Networks S5.A. 02(~~in administration and liquidation judicaire~~b) ~~have~~Departure ~~entered~~of ~~into~~Directors anor ~~Allocation~~Certain ~~Settlement~~Officers; ~~Agreement~~Election ~~(Agreement) with Nortel entities in the Asia Pacific (APAC) and Caribbean and Latin America (CALA) regions~~of ~~(4th~~Directors; ~~Estate~~Appointment ~~Entities)~~of ~~providing~~Certain ~~for,~~Officers; ~~among~~Compensatory ~~other~~Arrangements ~~matters, a final allocation to the 4th Estate Entities from the sale proceeds~~ of ~~Nortel’s~~Certain ~~businesses~~Officers.

~~Under~~The ~~the~~directors ~~terms~~and ofofficers ~~the Agreement, a total~~ of ~~US$45~~NNC ~~million~~and ~~from~~NNL ~~the sale~~have ~~proceeds~~indicated ~~held~~that inthey ~~escrow~~ will bestep ~~allocated~~down ~~among~~from ~~the~~their ~~4th Estate~~positions ~~Entities~~with ~~that~~NNC ~~participated in the various global business sales. The Agreement further provides for acknowledgement~~ and ~~agreement~~NNL onupon ~~inter-company payables and receivables among~~ the ~~4th~~issuance ~~Estate~~of ~~Entities~~a ascourt ~~well~~order asunder ~~between~~ the ~~4th~~CCAA ~~Estate~~that ~~Entities~~the ~~and~~Monitor ~~other~~will ~~Nortel~~be ~~entities~~seeking ~~party~~ to ~~the~~extend ~~Agreement,~~its ~~as at a certain date~~powers. ~~Thus,~~Such ~~conclusion~~order ofwould allow the ~~Agreement~~ ~~will~~Monitor ~~enable~~to ~~the~~exercise ~~4th~~any ~~Estate~~powers ~~Entities~~that tomay ~~commence~~be ~~liquidation~~properly ~~proceedings~~exercised inby ~~their~~a ~~respective~~board ~~jurisdictions, all part~~ of ~~Nortel’s~~directors ~~global wind down~~ and ~~another~~to ~~important~~terminate ~~step toward~~ the ~~conclusion~~engagement of ~~the~~NNC ~~creditor~~and ~~protection~~NNL’s ~~proceedings~~external auditors.

~~The~~Item ~~Agreement is subject to court approval in Canada and the U~~8.S.01 ~~Upon~~Other ~~receipt of court approvals and completion of the Agreement, the 4th Estate Entities will have no further claim to the sale proceeds held in escrow and no longer be a party to the mediation~~Events. As previously reported, the current mediation process commenced with an introductory session held on April 24, 2012 before the court-appointed mediator, the Honourable Warren K. Winkler, Chief Justice of Ontario. Apart from the allocation provided for under the Agreement as described above, the mediation process continues with respect to the determination of inter-estate matters including the allocation of the remainder of the sale proceeds among the various other Nortel entities that participated in the sales of Nortel’s businesses.

~~Item~~NNC 8and Nortel Networks Limited (NNL) also announced today that Ernst & Young Inc.01, ~~Other~~the ~~Events~~court-appointed monitor (Monitor) in Nortel’s creditor protection proceedings under the Companies’ Creditors Arrangement Act (CCAA), after taking into account several factors arising from the advanced stage of the CCAA proceedings, has determined that the expense and resources required to comply with NNC and NNL’s quarterly and annual public reporting requirements can no longer be justified from the standpoint of the best interest of their creditors. Consequently, NNC and NNL will no longer be able to comply with their periodic reporting requirements and will discontinue preparing and filing quarterly and annual financial statements and all other periodic disclosure documents under applicable Canadian and U.S. securities laws effective as of the filing deadlines for their third quarter reporting obligations, being November 14, 2012 in the United States and November 29, 2012 in Canada.

AsGenerally, ~~previously~~when ~~announced~~an issuer ceases to file its periodic disclosure documents in circumstances such as NNC and NNL’s, the ~~Nortel~~Canadian ~~does~~Securities ~~not~~Administrators ~~expect~~will ~~that~~issue orders prohibiting trading in securities of the ~~Company’s~~relevant ~~common~~issuer ~~shareholders~~effective orfrom and after the ~~NNL~~filing ~~preferred~~deadline ~~shareholders~~under Canadian securities laws (so-called cease trade orders). NNC and NNL will be making submissions ~~receive~~to ~~any~~the ~~value~~Canadian ~~from~~Securities Administrators that cease trade orders expected to be issued in respect of the ~~creditor~~securities ~~protection~~of ~~proceedings~~NNC and ~~expects~~NNL include certain permitted trading exceptions. However, there can be no assurance that the ~~proceedings~~regulatory authorities will ~~result~~make insuch orders on the ~~cancellation~~terms ofrequested ~~these~~by ~~equity interests~~NNC and NNL and, in particular, permit any trading exceptions.

~~Item~~In 9light of the foregoing, the directors and officers of NNC and NNL have indicated that they will step down from their positions with NNC and NNL upon the issuance of a court order under the CCAA that the Monitor will be seeking to extend its powers.01 ~~Financial~~Such ~~Statements~~order would allow the Monitor to exercise any powers that may be properly exercised by a board of directors and ~~Exhibits~~to terminate the engagement of NNC and NNL’s external auditors.

Following the third quarter filing deadlines, as a means of keeping the public informed of material developments during the remainder of the CCAA proceedings, and until otherwise determined by the Monitor, NNC and NNL will endeavour to continue to comply with the material change disclosure requirements under Canadian securities laws, to the extent practicable in the circumstances, and to file on SEDAR (the electronic filing system of the Canadian Securities Administrators) all court reports of the Monitor except for such reports, or portions thereof, in respect of which confidential treatment has been requested. All other continuous and current disclosure filings of NNC and NNL will be discontinued.

The materials filed in the CCAA proceedings are also available on the Monitor’s Restructuring Document Centre at www.ey.com/ca/nortel or by contacting the Monitor directly at 1-866-942-7177. Documents filed by the U.S. Debtors with the U.S. Court including monthly operating reports and other general information about the Chapter 11 proceedings are available at http://chapter11.epiqsystems.com/nortel.The content of these websites is not incorporated by reference herein into this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

99.1 Press Release issued by ~~Nortel~~the ~~Networks~~Company ~~Corporation~~ on ~~June~~August 199, 2012.

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/ ANNA VENTRESCA
		Anna Ventresca General Counsel-Corporate and Corporate Secretary



By:		/S/ CLARKE E. GLASPELL
		Clarke E. Glaspell Controller

Dated: ~~June~~August 2510, 2012

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release issued by ~~Nortel~~the ~~Networks~~Company ~~Corporation~~ on ~~June~~August 199, 2012.

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