As filed with the Securities and Exchange Commission on May 25, 2016
Registration No. 333-202866
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________
NOKIA CORPORATION
(Exact name of registrant as specified in its charter)
Republic of Finland (State or other jurisdiction of incorporation or organization) | Not Applicable (I.R.S. Employer Identification Number) | |
Karaportti 3, P.O. Box 226 FI-00045 NOKIA GROUP Espoo, Finland +358 10 4488000 |
(Address of principal executive offices)
NOKIA PERFORMANCE SHARE PLAN 2015
(Full title of the plan)
_______________
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
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-202866 (the “2015 Registration Statement”) is being filed to provide the restated Terms and Conditions of the Nokia Performance Share Plan 2015 (the “Terms and Conditions”). The original version of the Terms and Conditions was filed as Exhibit 4.6 to the 2015 Registration Statement.
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. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Espoo, Republic of Finland on May 25, 2016.
NOKIA CORPORATION | |||||
By: | /s/ Riikka Tieaho | By: | /s/ Saana Nurminen | ||
Name: | Riikka Tieaho | Name: | Saana Nurminen | ||
Title: | Vice President, Corporate Legal | Title: | Director, Corporate and Equity Plans Legal |
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 has been signed below by the following persons in the indicated capacities on May 25, 2016.
Members of the Board of Directors | |||
* | Director | ||
Name: | Vivek Badrinath | ||
* | Director | ||
Name: | Bruce Brown | ||
Director | |||
Name: | Louis R. Hughes | ||
Director | |||
Name: | Simon Jiang | ||
* | Director | ||
Name: | Jouko Karvinen | ||
Director | |||
Name: | Jean C. Monty | ||
* | Director | ||
Name: | Elizabeth Nelson | ||
Vice Chairman, Director | |||
Name: | Olivier Piou | ||
* | Chairman of the Board of Directors | ||
Name: | Risto Siilasmaa | ||
* | Director | ||
Name: | Kari Stadigh | ||
President and Chief Executive Officer: | |||
* | |||
Name: | Rajeev Suri | ||
Chief Financial Officer (whose functions include those of Chief Accounting Officer): | |||
* | |||
Name: | Timo Ihamuotila | ||
Authorized Representative in the United States: | |||
/s/ Genevieve A. Silveroli | |||
Name: | Genevieve A. Silveroli |
*By: | /s/ Saana Nurminen | ||
Saana Nurminen Attorney-in-Fact |
EXHIBIT INDEX
Exhibit No. | Description of Document |
*4.1 | Restated Terms and Conditions of the Nokia Performance Share Plan 2015. |
*filed herewith