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.
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(Name of Issuer)
Common Stock ($0.001 par value)
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(Title of Class of Securities)
69911G107
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Corporate Secretary
Nortel Networks Corporation
8200 Dixie Road
Brampton, ON L6T 5P6
905-863-0000
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(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
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Name: Katharine B. Stevenson
Title: Treasurer
By: /s/ Gordon A. Davies
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Name: Gordon A. Davies
Title: Assistant General
Counsel-Securities
and Corporate Secretary