As filed with the Securities and Exchange Commission on May 6, 2005.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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NOKIA CORPORATION
(Exact name of Registrant as specified in its charter)
Republic of Finland Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Keilalahdentie 4, P.O. Box 226
FIN-00045 NOKIA GROUP
Espoo, Finland
(011) 358-9-18071
(Address and telephone number of Registrant's principal executive offices)
NOKIA PERFORMANCE SHARE PLAN 2005
NOKIA RESTRICTED SHARE PLAN 2005
NOKIA STOCK OPTION PLAN 2005
(Full title of the plans)
Richard W. Stimson
Nokia Holding, Inc.
6000 Connection Drive
Irving, Texas 75039
(972) 894-5000
(Name, address and telephone number of agent for service)
Copies to:
Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
+1 (212) 848 7171
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Price Registration
Security Fee
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Shares of Nokia Corporation, 3,750,000 $16.09(2) $60,318,750(3) $7,100
par value EUR 0.06 per share (1)
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(1) American Depositary Receipts evidencing American Depositary Shares
("ADSs") issuable on deposit of the Shares have been registered
pursuant to a separate Registration Statement on Form F-6 (Registration
No. 333-4920) and currently are traded on the New York Stock Exchange
under the ticker symbol "NOK".
(2) Represents an aggregate of 3,750,000 Nokia Corporation ADSs, of which
1,000,000 Nokia Corporation ADSs are available for future issuance
under the Nokia Performance Share Plan 2005, 750,000 Nokia Corporation
ADSs are available for future issuance under the Nokia Restricted Share
Plan 2005 and 2,000,000 Nokia Corporation ADSs are available for future
issuance under the Nokia Stock Option Plan 2005.
(3) Estimated solely for the purpose of calculating the registration fee.
Such estimate is calculated pursuant to Rules 457(c) and 457(h) under
the Securities Act of 1933, as amended, based on the average of the
high and low trading prices ($16.18 and $15.99, respectively) of Nokia
Corporation ADSs on the New York Stock Exchange on May 3, 2005.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the U.S. Securities Act of 1933, as amended (hereinafter,
the "Securities Act"), and the "Note" to Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference as of their
respective dates in this Registration Statement:
(a) the Registrant's Form 20-F for the fiscal year ended December 31,
2004 (File No. 1-13202), filed on March 8, 2005; and
(b) the description of the Registrant's Shares, par value EUR 0.06 per
share (the "Shares"), registered under Section 12 of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"), contained in "Item
9. The Offer and Listing" and "Item 10. Additional Information,"
respectively, of the Form 20-F described in, and incorporated by reference
by, paragraph (a) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and are a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Articles of Association of the Registrant contain no provisions
under which any member of the Board of Directors or officers is indemnified in
any manner against any liability which he may incur in his capacity as such.
Article 12 of the Articles of Association of the Registrant, however, provides
inter alia, that the "General Meeting of Shareholders ... shall take resolutions
on ... discharging the members of the Board of Directors and the President from
liability."
The Registrant maintains liability insurance in the amount of the
aggregate of EUR 350 million for its Board of Directors and certain of its
officers. Such persons are insured against liability for "wrongful acts,"
including breach of duty, breach of trust, neglect, error and misstatement.
At present, there is no pending material litigation or proceeding
involving a director or officer of the Registrant where indemnification will be
required or permitted. In addition, the Registrant is not aware of any
threatened material litigation or proceeding that may result in a claim for such
indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of securities registered hereby, a post-effective amendment to
this Registration Statement to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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Part III
SIGNATURES
Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Helsinki, Republic of Finland on May 6, 2005.
NOKIA CORPORATION
By: /s/ Ursula Ranin By: /s/ Marianna Uotinen-Tarkoma
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Name: Ursula Ranin Name: Marianna Uotinen-Tarkoma
Title: Vice President, General Counsel Title: Senior Legal Counsel
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Ms. Ursula Ranin and/or Ms. Marianna
Uotinen-Tarkoma his/her true and lawful attorney-in-fact and agent, each acting
alone, each with full power of substitution, for him/her and in his/her name,
place and stead, in any and all capacities, to sign any or all amendments,
including post-effective amendments, and supplements to this Nokia Corporation
Registration Statement on Form S-8, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the United States
Securities and Exchange Commission, granting unto said attorney(s)-in-fact and
agent(s) full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorney(s)-in-fact and agent(s), or his/her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on May 6, 2005.
Members of the Board of Directors:
/s/ Paul J. Collins Vice Chairman, Director
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Name: Paul J. Collins
/s/ Georg Ehrnrooth Director
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Name: Georg Ehrnrooth
/s/ Daniel R. Hesse Director
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Name: Daniel R. Hesse
/s/ Bengt Holmstrom Director
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Name: Dr. Bengt Holmstrom
/s/ Per Karlsson Director
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Name: Per Karlsson
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/s/ Edouard Michelin Director
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Name: Edouard Michelin
/s/ Jorma Ollila Chairman of the Board of Directors
--------------------------------- Chief Executive Officer
Name: Jorma Ollila
/s/ Marjorie Scardino Director
---------------------------------
Name: Dame Marjorie Scardino
/s/ Vesa Vainio Director
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Name: Vesa Vainio
/s/ Arne Wessberg Director
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Name: Arne Wessberg
President:
/s/ Pekka Ala-Pietila
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Name: Pekka Ala-Pietila
Chief Financial Officer (whose functions
include those of Chief Accounting Officer):
/s/ Richard A. Simonson
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Name: Richard A. Simonson
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Authorized Representative in the United States:
/s/ Richard W. Stimson
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Name: Richard W. Stimson
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EXHIBIT INDEX
Exhibit No. Description of Document
4.1 Articles of Association of the Registrant (English
translation) (incorporated by reference to the Registrant's
Form 20-F for the year ended December 31, 2000 (File No.
1-13202), filed with the Commission on June 28, 2001).
4.2 Amended and Restated Deposit Agreement dated March 28, 2000
by and among Nokia Corporation, Citibank, N.A., as
Depositary, and the Holders from time to time of American
Depositary Receipts representing American Depositary Shares
issued thereunder (incorporated by reference to
Registrant's Form F-6 Registration Statement (Registration
No. 333-11740), filed with the Commission on March 28,
2000).
*4.3 Nokia Performance Share Plan 2005.
*4.4 Nokia Restricted Share Plan 2005.
*4.5 Nokia Stock Option Plan 2005.
*5.1 Opinion of Ursula Ranin, General Counsel of the Registrant,
as to the validity of the shares to be issued pursuant to
the Nokia Performance Share Plan 2005, the Nokia Restricted
Share Plan 2005 and the Nokia Stock Option Plan 2005.
*23.1 Consent of PricewaterhouseCoopers Oy, Helsinki, Finland,
Independent Accountants.
*23.2 Consent of Ursula Ranin, General Counsel of the Registrant
(included in Exhibit 5.1).
*24 Power of Attorney (included on signature page).
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* Filed herewith.
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