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Registration No. 333- 132846
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
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 of principal executive offices)
FIN-00045 NOKIA GROUP
Espoo, Finland
(011) 358-9-18071
(Address of principal executive offices)
NOKIA RESTRICTED SHARE PLAN 2006
(Full title of the plan)
Louise Pentland
Nokia Holding, Inc.
6000 Connection Drive
Irving, Texas 75039
+1 (972) 894-5000
(Name, address and telephone number of agent for service)
Nokia Holding, Inc.
6000 Connection Drive
Irving, Texas 75039
+1 (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
Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
+1 (212) 848 7171
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| SIGNATURES | ||||||||
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Explanatory Statement
This Post Effective Amendment No. 2 to Registration on Form S-8, Registration No. 333- 132846 (the “Registration Statement”), is being filed to deregister certain shares (the “Shares”) of Nokia Corporation (the “Registrant” or “Nokia”) that were registered for issuance pursuant to the Nokia Restricted Share Plan 2006 (the “2006 Restricted Share Plan”). The Registration Statement registered 750,000 Shares issuable pursuant to the 2006 Restricted Share Plan to employees of Nokia. The Registration Statement is hereby amended to deregister the remaining unissued shares following the expiration of the awards under the 2006 Restricted Share Plan.
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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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Espoo, Republic of Finland on May 4, 2011.
NOKIA CORPORATION
| By: Name: | /s/ Kaarina Ståhlberg | By: Name: | /s/ Esa Niinimäki | |||||||
| Title: | Vice President, Assistant General Counsel | Title: | Senior Legal Counsel |
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Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Form S-8 Registration Statement has been signed below by the following persons in the indicated capacities on May 4, 2011.
Members of the Board of Directors:
/s/ Stephen Elop | Director | |
/s/ Dr. Bengt Holmström | Director | |
/s/ Prof. Dr. Henning Kagermann | Director | |
| Director | ||
/s/ Jouko Karvinen | Director | |
| Director | ||
/s/ Isabel Marey-Semper | Director | |
/s/ Jorma Ollila | Chairman of the Board of Directors |
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/s/ Dame Marjorie Scardino | Vice Chairman, Director | |
/s/ Risto Siilasmaa | Director | |
/s/ Kari Stadigh | Director | |
President and Chief Executive Officer: | ||
/s/ Stephen Elop | ||
Chief Financial Officer(whose functions | ||
| include those of Chief Accounting Officer): | ||
/s/ Timo Ihamuotila |
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Authorized Representative in the United States:
/s/ Louise Pentland |
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