As filed with the Securities and Exchange Commission on June 4, 2020
Registration No. 333-223852
Registration No. 333-216898
Registration No. 333-210546
Registration No. 333-202869
Registration No. 333-194196
Registration No. 333-179982
Registration No. 333-173974
Registration No. 333-157795
Registration No. 333-141674
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-223852
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-216898
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-210546
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-202869
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-194196
Post-Effective Amendment No. 3 to Form S-8 Registration Statement No. 333-179982
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-173974
Post-Effective Amendment No. 3 to Form S-8 Registration Statement No. 333-157795
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-141674
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) | |
Karakaari 7, P.O. Box 226 FI-00045 NOKIA GROUP Espoo, Finland +358 10 4488000 |
(Address of principal executive offices)
NOKIA RETIREMENT SAVINGS AND INVESTMENT PLAN, AS AMENDED AND RESTATED
NOKIA USA INC. RETIREMENT SAVINGS AND INVESTMENT PLAN
(Full title of the plans)
_______________
Ronald A. Antush
Nokia of America Corporation
3100 Olympus Blvd.
Dallas, Texas 75019
+1 (469) 682-7649
(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
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company
EXPLANATORY NOTE
Nokia Corporation (the “Company”), Nokia Retirement Savings and Investment Plan, as Amended and Restated and Nokia USA Inc. Retirement Savings and Investment Plan (collectively, the “Plans”) filed registration statements on Form S-8 (File Nos. 333-223852, 333-216898, 333-210546, 333-202869, 333-194196, 333-179982, 333-173974, 333-157795 and 333-141674) (the “Registration Statements”) with the Securities and Exchange Commission on March 22, 2018, March 23, 2017, April 1, 2016, March 19, 2015, February 27, 2014, March 8, 2012, May 6, 2011, March 10, 2009 and March 29, 2007, respectively. The Registration Statements cover 14,140,000 shares of the Company (the “Shares”) that were registered for issuance pursuant to the Plans and an indeterminate amount of plan interests.
As a result of certain transactions involving the Plans, the Company stock fund within each of the Plans has been terminated, and no further offers or sales of Shares are being made through the Plans or any Company-maintained successor plans. In accordance with an undertaking made by the Company in the Registration Statements to remove by means of a post-effective amendment any securities that remain unsold at the termination of the offering, these Post-Effective Amendments are being filed to remove from registration the Shares and plan interests not heretofore sold pursuant to the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such Shares and plan interests that remain unissued under the Plans.
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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in Espoo, Republic of Finland on June 3, 2020.
NOKIA CORPORATION | ||||||
By: | /s/ Esa Niinimäki | By: | /s/ Ulla Nyberg | |||
Name: | Esa Niinimäki | Name: | Ulla Nyberg | |||
Title: | Deputy Chief Legal Officer, Corporate | Title: | Senior Legal Counsel, Corporate Legal | |||
The Plans. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Espoo, Republic of Finland on June 3, 2020.
NOKIA RETIREMENT SAVINGS AND INVESTMENT PLAN, AS AMENDED AND RESTATED NOKIA USA INC. RETIREMENT SAVINGS AND INVESTMENT PLAN | |||
By: | /s/ Robin Ward | ||
Name: | Robin Ward | ||
Title: | Plan Administrator on behalf of the Plans |
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, these Post-Effective Amendments have been signed below by the following persons in the indicated capacities on June 3, 2020.
Members of the Board of Directors
/s/ Sari Baldauf | Chair of the Board of Directors | |
Name: Sari Baldauf | ||
Director | ||
Name: Bruce Brown | ||
/s/ Thomas Dannenfeldt | Director | |
Name: Thomas Dannenfeldt | ||
Director | ||
Name: Jeanette Horan | ||
Director | ||
Name: Edward Kozel | ||
Director | ||
Name: Elizabeth Nelson | ||
/s/ Søren Skou | Director | |
Name: Søren Skou | ||
/s/ Carla Smits-Nusteling | Director | |
Name: Carla Smits-Nusteling | ||
/s/ Kari Stadigh | Vice Chair of the Board of Directors | |
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/ Ronald A. Antush | |
Name: Ronald A. Antush |