As filed with the Securities and Exchange Commission on April 1, 2016
Registration No. 333-179982
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO 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)
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Republic of Finland
(State or other jurisdiction of incorporation or organization)
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Not Applicable
(I.R.S. Employer
Identification Number)
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Karaportti 3, P.O. Box 226
FI-00045 NOKIA GROUP
Espoo, Finland
+358 10 4488000
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(Address of principal executive offices)
NOKIA RESTRICTED SHARE PLAN 2012
(Full title of the plan)
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Genevieve A. Silveroli
Nokia USA Inc.
6000 Connection Drive
Irving, Texas 75039
+1 (972) 374-3000
(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
EXPLANATORY NOTE
Nokia Restricted Share Plan 2012
This Post-Effective Amendment No. 2 to Registration Statement on Form S-8, Registration No. 333-179982 (the “2012 Registration Statement”) is being filed to deregister certain shares (the “Shares”) of Nokia Corporation (the “Company”) that were registered for issuance pursuant to the Nokia Restricted Share Plan 2012 (the “2012 Restricted Share Plan”). The 2012 Registration Statement registered 4,000,000 Shares issuable pursuant to the 2012 Restricted Share Plan to employees of the Company. The 2012 Registration Statement is hereby amended to deregister all Shares that were previously registered and that remain unissued under the 2012 Restricted Share Plan.
Filing Fee Offset
Contemporaneously with the filing of this Post-Effective Amendment No. 2 to the 2012 Registration Statement, the Company is filing a Registration Statement on Form S-8 (the “New Registration Statement”) to register shares issuable under other of its employee benefit plans. In accordance with Rule 457(p) under the U.S. Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the 2012 Registration Statement is also being filed to carry over to the New Registration Statement the $761.91 portion of the registration fee previously paid by the Company in connection with the 2012 Registration Statement to register 1,333,688 Shares.
SIGNATURES
The Registrant. 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 Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in Espoo, Republic of Finland on April 1, 2016.
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NOKIA CORPORATION
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By:
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/s/ Riikka Tieaho
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By:
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/s/ Saana Nurminen
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Name:
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Riikka Tieaho
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Name:
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Title:
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Vice President, Corporate Legal
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Title:
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Director, Corporate and Equity
Plans Legal
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Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 has been signed below by the following persons in the indicated capacities on April 1, 2016.
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Members of the Board of Directors
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/s/ Vivek Badrinath
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Director
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Name:
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| /s/ Bruce Brown |
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Director
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Name:
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| /s/ Louis R. Hughes |
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Director
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Name:
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Director |
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Name:
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Simon Jiang |
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| /s/ Jouko Karvinen |
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Director
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Name:
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Jouko Karvinen
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| /s/ Jean C. Monty |
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Director
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Name:
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| /s/ Elizabeth Nelson |
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Director
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Name:
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Name:
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| /s/ Risto Siilasmaa |
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Chairman of the Board of Directors
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Name:
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| /s/ Kari Stadigh |
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Director
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Name:
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President and Chief Executive Officer:
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| /s/ Rajeev Suri |
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Name:
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Chief Financial Officer (whose functions
include those of Chief Accounting Officer):
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| /s/ Timo Ihamuotila |
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Name:
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Timo Ihamuotila
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Authorized Representative in the United States:
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/s/ Genevieve A. Silveroli |
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Name:
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