As filed with the Securities and Exchange Commission on March 23, 2017
Registration No. 333-194197
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 2014
NOKIA EMPLOYEE SHARE PURCHASE PLAN 2014
(Full title of the plan)
_______________
Genevieve A. Silveroli
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
+1 (212) 848 7171
EXPLANATORY NOTE
Nokia Performance Share Plan 2014
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-194197 (the “2014 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 Performance Share Plan 2014 (the “2014 Performance Share Plan”). The 2014 Registration Statement registered 14,000,000 Shares issuable pursuant to the 2014 Performance Share Plan to employees of the Company. The 2014 Registration Statement is hereby amended to deregister all Shares that were previously registered and that remain unissued under the 2014 Performance Share Plan.
Nokia Employee Share Purchase Plan 2014
This Post-Effective Amendment No. 1 to the 2014 Registration Statement on is being filed to deregister certain Shares that were registered for issuance pursuant to the Nokia Employee Share Purchase Plan 2014 (the “2014 Employee Share Purchase Plan”). The 2014 Registration Statement registered 750,000 Shares issuable pursuant to the 2014 Employee Share Purchase Plan to employees of the Company. The 2014 Registration Statement is hereby amended to deregister all Shares that were previously registered and that remain unissued under the 2014 Employee Share Purchase Plan.
Filing Fee Offset
Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the 2014 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. 1 to the 2014 Registration Statement is also being filed to carry over to the New Registration Statement the $13,382.83 portion of the registration fee previously paid by the Company in connection with the 2014 Registration Statement to register 13,600,000 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. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Espoo, Republic of Finland on March 23, 2017.
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 March 23, 2017.
Members of the Board of Directors | ||
/s/ Bruce Brown | Director | |
Name: Bruce Brown | ||
/s/ Louis R. Hughes | Director | |
Name: Louis R. Hughes | ||
Director | ||
Name: Jean C. Monty | ||
/s/ Elizabeth Nelson | Director | |
Name: Elizabeth Nelson | ||
/s/ Olivier Piou | Vice Chairman, Director | |
Name: Olivier Piou | ||
/s/ Carla Smits-Nusteling | Director | |
Name: Carla Smits-Nusteling | ||
/s/ Risto Siilasmaa | Chairman of the Board of Directors | |
Name: Risto Siilasmaa | ||
/s/ Kari Stadigh | Director | |
Name: Kari Stadigh | ||
President and Chief Executive Officer: | |||
/s/ Rajeev Suri | |||
Name: | Rajeev Suri | ||
Chief Financial Officer (whose functions include those of Chief Accounting Officer): | |||
/s/ Kristian Pullola | |||
Name: | Kristian Pullola | ||
Authorized Representative in the United States: | |||
/s/ Genevieve A. Silveroli | |||
Name: | Genevieve A. Silveroli |