UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-13202 ---------- (Check One): |_| Form 10-K |_| Form 20-F |X| Form 11-K |_| Form 10-Q |_| Form N-SAR |_| Form N-CSR For Period Ended: December 31, 2005 --------------------------------------------------------------- |_| Transition Report on Form 10-K |_| Transition Report on Form 20-F |_| Transition Report on Form 11-K |_| Transition Report on Form 10-Q |_| Transition Report on Form N-SAR For the Transition Period Ended:________________________________________________ Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the items(s) to which the notification relates:________________________ PART I REGISTRANT INFORMATION ______________________________________________________________________________ Full Name of Registrant: Nokia Retirement Savings and Investment Plan ______________________________________________________________________________ Former Name if Applicable: N/A ______________________________________________________________________________ Address of Principal Executive Office (Street and Number): 6000 Connection Drive ______________________________________________________________________________ City, State and Zip Code: Irving, Texas 75039 ______________________________________________________________________________ PART II RULE 12b-25 (b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |X| (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III NARRATIVE The Annual Report on the Form 11-K for the year ended December 31, 2005 (the "2005 Form 11-K") for the Nokia Savings and Retirement Plan (the "Registrant") cannot be filed within the prescribed time period because of unanticipated delays in the collection and compilation of necessary information. Certain information was not received in a timely manner from a former record keeper due to unforeseen circumstances beyond the control of the Registrant. Consequently, the Registrant was unable to complete its financial statements in a timely manner and will be unable to file the 2005 Form 11-K for the plan without unreasonable effort and expense. The Registrant fully intends to file the 2005 Form 11-K within the time frame mandated by Rule 12b-25. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Linda Fonteneaux (972) 894-5295 -------------------------------- ------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). |X| Yes |_| No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |_| Yes |X| No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Nokia Retirement Savings and Investment Plan ------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 29, 2006 By: /s/ Linda Fonteneaux -------------------------------- Name: Linda Fonteneaux Title: Plan Administrator