Post-effective Amendment to an S-8 Filing (s-8 Pos)
19 February 2021 - 5:06AM
Edgar (US Regulatory)
As filed with the Securities and
Exchange Commission on February 18, 2021
Registration
No. 333-216908
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
POST-EFFECTIVE
AMENDMENT NO. 2 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)
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Not
Applicable
(I.R.S. Employer
Identification Number)
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Karakaari
7, 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 2017
(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
EXPLANATORY
NOTE
Nokia
Restricted Share Plan 2017
This
Post-Effective Amendment No. 2 to the Registration Statement on Form S-8, Registration No. 333-216908 (the “2017 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 2017 (the “2017
Restricted Share Plan”). The 2017 Registration Statement registered 4,500,000 Shares issuable pursuant
to the 2017 Restricted Share Plan to employees of the Company. The 2017 Registration Statement is hereby
amended to deregister all Shares that were previously registered and that remain unissued under the 2017 Restricted Share Plan.
Filing Fee Offset
Contemporaneously
with the filing of this Post-Effective Amendment No. 2 to the 2017 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 2017 Registration Statement is also being filed to carry over to the New Registration
Statement the $2,446.97 portion of the registration fee previously paid by the Company in connection with the 2017 Registration
Statement to register 3,950,000 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. 2 to be signed on its behalf
by the undersigned, thereunto duly authorized, in Espoo, Republic of Finland on February 18, 2021.
NOKIA CORPORATION
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By:
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/s/ Esa Niinimäki
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By:
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/s/ Ulla Nyberg
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Name:
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Esa Niinimäki
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Name:
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Ulla Nyberg
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Title:
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Deputy Chief Legal Officer, Corporate
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Title:
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Senior Legal Counsel, Corporate 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 February 18, 2021.
Members of the Board of
Directors
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/s/ Sari Baldauf
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Chair of the Board of Directors
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Name: Sari Baldauf
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/s/ Bruce Brown
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Director
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Name: Bruce Brown
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/s/ Jeanette Horan
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Director
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Name: Jeanette Horan
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/s/ Edward Kozel
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Director
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Name: Edward Kozel
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/s/ Elizabeth Nelson
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Director
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Name: Elizabeth Nelson
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/s/ Thomas Dannenfeldt
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Director
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Name: Thomas Dannenfeldt
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/s/ Søren Skou
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Director
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Name: Søren Skou
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/s/ Carla Smits-Nusteling
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Director
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Name: Carla Smits-Nusteling
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/s/ Kari Stadigh
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Vice Chair of the Board of Directors
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Name: Kari Stadigh
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President and Chief Executive Officer:
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/s/ Pekka Lundmark
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Name: Pekka Lundmark
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Chief Financial Officer (whose functions include those
of Chief Accounting Officer):
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/s/ Marco Wirén
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Name: Marco Wirén
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Authorized Representative in the United States:
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/s/ Ronald A. Antush
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Name: Ronald A. Antush
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