|
Republic
of Finland
(State
or other jurisdiction of
incorporation
or organization)
|
Not
Applicable
(I.R.S.
Employer
Identification
Number)
|
|
Large
accelerated filer x
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company ¨
|
|
CALCULATION
OF REGISTRATION FEE
|
||||
|
Title
of Securities to Be
Registered |
Amount
to
Be Registered |
Proposed
Maximum
Offering
Price Per Security
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
of
Registration
Fee
|
|
Shares
of Nokia Corporation (1)
|
7,400,000
(2)
|
$14.01
(3)
|
$103,674,000.00
|
$7,391.96
|
|
(1)
|
American
Depositary Receipts evidencing American Depositary Shares (“ADSs”) issuable on
deposit of shares of Nokia Corporation (the “Shares”) have been
registered pursuant to a separate Registration Statement on Form F-6
(Registration No 333-105373 and currently are traded on the New York Stock
Exchange under the ticker symbol “NOK.” Each ADS represents one
Share. Pursuant to Rule 416 under the U.S. Securities Act of
1933, as amended (the “Securities Act”), this
Registration Statement on Form S-8 shall also cover any additional Shares
that become deliverable by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration that results in an increase in the number of outstanding
Shares to be offered or sold pursuant to the
plans.
|
|
(2)
|
Represents
an aggregate of 7,400,000 Shares, of which 3,000,000 Shares are available
for future issuance under the Nokia Performance Share Plan 2010, 1,600,000
Shares are available for future issuance under the Nokia Restricted Share
Plan 2010 and 2,800,000 Shares available for future issuance under the
Nokia Stock Option Plan 2007.
|
|
(3)
|
Estimated
solely for the purpose of calculating the registration
fee. Such estimate is calculated pursuant to Rules 457(c) and
457(h) under the Securities Act, based on the average of the high and low
prices ($14.16 and $13.85, respectively) of Nokia Corporation ADSs on the
New York Stock Exchange on March 5,
2010.
|
|
Item
1.
|
Plan
Information.*
|
|
Item
2.
|
Registrant Information and
Employee Plan Annual
Information.*
|
|
*
|
Information
required by Part I to be contained in the Section 10(a) prospectus is
omitted from this Registration Statement in accordance with Rule 428 under
the U.S. Securities Act of 1933, as amended (hereinafter, the “Securities Act”), and
the “Note” to Part I of Form S-8.
|
|
Item
3.
|
Incorporation of Documents by
Reference.
|
|
Item
4.
|
Description of
Securities.
|
|
Item
5.
|
Interests of Named Experts and
Counsel.
|
|
Item
6.
|
Indemnification of Directors
and Officers.
|
|
Item
7.
|
Exemption from Registration
Claimed.
|
|
Item
8.
|
Exhibits.
|
|
Item
9.
|
Undertakings.
|
|
|
(a)
|
The
undersigned Registrant hereby
undertakes:
|
| NOKIA CORPORATION | ||||||
| By: | /s/ Kaarina Ståhlberg | By: | /s/ Leena Siirala | |||
| Name: | Kaarina Ståhlberg | Name: | Leena Siirala | |||
| Title: | Vice President, Assistant General Counsel | Title: | Director, Corporate Legal | |||
|
Members
of the Board of Directors:
|
|||
| /s/ Georg Ehrnrooth |
Director
|
||
|
Name: Georg
Ehrnrooth
|
|||
|
/s/
Lalita D. Gupte
|
Director
|
||
|
Name: Lalita
D. Gupte
|
|||
|
/s/
Dr. Bengt Holmström
|
Director
|
||
|
Name: Dr.
Bengt Holmström
|
|||
|
/s/
Prof. Dr. Henning Kagermann
|
Director
|
||
|
Name: Prof.
Dr. Henning Kagermann
|
|||
|
/s/
Olli-Pekka Kallasvuo
|
Director
|
||
|
Name: Olli-Pekka
Kallasvuo
|
|||
|
/s/
Per Karlsson
|
Director
|
||
|
Name: Per
Karlsson
|
|||
|
/s/
Isabel Marey-Semper
|
Director
|
||
|
Name: Isabel
Marey-Semper
|
|||
|
/s/
Jorma Ollila
|
Chairman
of the Board of Directors
|
||
|
Name: Jorma
Ollila
|
|||
|
/s/
Dame Marjorie Scardino
|
Vice
Chairman, Director
|
||
|
Name: Dame
Marjorie Scardino
|
|||
|
/s/
Keijo Suila
|
Director
|
||
|
Name:
Keijo Suila
|
|||
|
/s/
Risto Siilasmaa
|
Director
|
||
|
Name: Risto
Siilasmaa
|
|||
|
President
and Chief Executive Officer:
|
|||
|
/s/
Olli-Pekka Kallasvuo
|
|||
|
Name: Olli-Pekka
Kallasvuo
|
|||
|
Chief Financial Officer
(whose functions
|
|||
|
include
those of Chief Accounting Officer):
|
|||
|
/s/
Timo Ihamuotila
|
|||
|
Name: Timo
Ihamuotila
|
|||
|
Authorized
Representative in the United States:
|
|||
|
/s/
Benjamin C. Adams
|
|||
|
Name: Benjamin
C. Adams
|
|||
|
Exhibit
No.
|
Description of
Document
|
|
Articles
of Association of the Registrant (English translation) (incorporated by
reference to the Registrant’s Form S-8 (File No. 333-142662), filed with
the Commission on May 7, 2007).
|
|
|
4.2
|
Amended
and Restated Deposit Agreement dated March 28, 2000 by and among Nokia
Corporation, Citibank, N.A., as Depositary, and the Holders from time to
time of American Depositary Receipts representing American Depositary
Shares issued thereunder (incorporated by reference to Registrant’s Post
Effective Amendment to Form F-6 Registration Statement (Registration No.
333-11740), filed with the Commission on February 6,
2009).
|
|
*4.3
|
Terms
and Conditions of the Nokia Performance Share Plan
2010.
|
|
*4.4
|
Terms
and Conditions of the Nokia Restricted Share Plan 2010.
|
|
4.5
|
Terms
and Conditions of the Nokia Stock Option Plan 2007 (incorporated by
reference to the Registrant's Form S-8 (Registration No. 333-142662) filed with the Commission on
May 7, 2007).
|
|
*5.1
|
Opinion
of Kaarina Ståhlberg, VP, Assistant General Counsel of the Registrant, as
to the validity of the shares to be issued pursuant to the Nokia
Performance Share Plan 2010, the Nokia Restricted Share Plan 2010, and the
Nokia Stock Option Plan 2007.
|
|
*23.1
|
Consent
of PricewaterhouseCoopers Oy, Helsinki, Finland, Independent Registered
Public Accounting Firm.
|
|
*23.2
|
Consent
of Kaarina Ståhlberg, VP, Assistant General Counsel of the Registrant
(included in Exhibit 5.1).
|
|
*24
|
Power
of Attorney (included on signature
page).
|