SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a -16 or 15d -16 of
the Securities Exchange Act of 1934
Report on Form 6-K dated August 1, 2011
(Commission File No. 1-13202)
Nokia Corporation
Keilalahdentie 4
02150 Espoo
Finland
(Name and address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F: x Form 40-F: o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes: o No: x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes: o No: x
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes: o No: x
Enclosures:
Nokia stock exchange release dated July 27, 2011: Notification under Chapter 2, Section 10 of the Finnish Securities Market Act: holdings of Capital Research and Management Company in Nokia Corporation have exceeded 5 %
Nokia stock exchange release dated July 27, 2011: Changes in Nokia Corporation’s own shares
Nokia Siemens Networks press release dated July 13, 2011: Nokia and Siemens complete process of reviewing private equity interest in Nokia Siemens Networks, reaffirm commitment to company
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STOCK EXCHANGE RELEASE
July 27, 2011 |
Notification under Chapter 2, Section 10 of the Finnish Securities Market Act: holdings of Capital Research and Management Company in Nokia Corporation have exceeded 5 %
Nokia Corporation
Stock exchange release
July 27, 2011 at 13.30 (CET+1)
Espoo, Finland - According to information received by Nokia Corporation, the holdings of Capital Research and Management Company in Nokia Corporation have exceeded 5% of the share capital of Nokia.
Capital Research and Management Company is a U.S. based investment advisor managing various mutual funds. On July 25, 2011, the holdings of Capital Research and Management Company, held through the mutual funds it manages, both in ADRs and ordinary shares amounted to a total of 195,129,183 Nokia shares, which corresponds to approximately 5.2105 % of the total number of shares and voting rights of Nokia. This notification is solely with respect to shares over which Capital Research and Management Company exercises voting rights.
Media Enquiries:
Nokia
Communications
Tel. +358 7180 34900
E-mail: press.services@nokia.com
www.nokia.com
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STOCK EXCHANGE RELEASE
July 27, 2011 |
Changes in Nokia Corporation’s own shares
Nokia Corporation
Stock exchange release
July 27, 2011 at 14.30 (CET +1)
Espoo, Finland — Based on previously announced decisions of the Board of Directors to issue shares held by the Company, 18 092 Nokia shares (NOK1V) held by the Company are today transferred to participants of Nokia’s equity-based incentive plans as settlement in accordance with the plan rules.
About Nokia
Nokia is committed to connecting people to what matters to them by combining advanced mobile technology with personalized services. More than 1.3 billion people connect to one another with a Nokia, from our most affordable voice-optimized mobile phones to advanced Internet-connected smartphones sold in virtually every market in the world. Through Ovi (www.ovi.com), people also enjoy access to maps and navigation on mobile, a rapidly expanding applications store, a growing catalog of digital music, free email and more. Nokia’s NAVTEQ is a leader in comprehensive digital mapping and navigation services, and Nokia Siemens Networks is one of the leading providers of telecommunications infrastructure hardware, software and professional services globally.
Media Enquiries:
Nokia
Communications
Tel. +358 7180 34900
Email: press.services@nokia.com
www.nokia.com
Press Release
Espoo, Finland — July 13, 2011
Nokia and Siemens complete process of reviewing private equity interest in Nokia Siemens Networks, reaffirm commitment to company
Nokia Siemens Networks confirmed today that a review for assessing private equity interest in the company had been completed.
“We believe that the current shareholders are in the best position to further enhance the value of the company,” said Olli-Pekka Kallasvuo, chairman of Nokia Siemens Networks.
Nokia Siemens Networks has made good progress in its turnaround plan, with first quarter 2011 results marking a third successive quarter of year-on-year reported net sales growth, as well as a fifth quarter of non-IFRS operating profits since it announced its change in strategy in November 2009.
Along with ongoing efforts to generate cost savings, Nokia Siemens Networks plans to take further steps to improve the competitiveness of the company as a standalone entity. For example, Nokia Siemens Networks plans to drive further efficiency while strengthening the company’s innovation capabilities in mobile broadband, services and customer experience management to drive and support customer roadmaps.
“Nokia and Siemens have reaffirmed their commitment and continue to be strong supporters of Nokia Siemens Networks,” said Rajeev Suri, chief executive officer of Nokia Siemens Networks. “With us, they share the common goal of ensuring that Nokia Siemens Networks will be a sustainable and powerful leader in the industry, benefitting from its strength in innovation.”
About Nokia Siemens Networks
Nokia Siemens Networks is a leading global enabler of telecommunications services. With its focus on innovation and sustainability, the company provides a complete portfolio of mobile, fixed and converged network technology, as well as professional services including consultancy and systems integration, deployment, maintenance and managed services. It is one of the largest telecommunications hardware, software and professional services companies in the world. Operating in 150 countries, its headquarters are in Espoo, Finland. www.nokiasiemensnetworks.com
Talk about Nokia Siemens Networks’ news at http://blogs.nokiasiemensnetworks.com and find out if your country is exploiting the full potential of connectivity at www.connectivityscorecard.org
NOKIA — FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein which are not historical facts are forward-looking statements, including, without limitation, those regarding: A) the expected plans and benefits of our strategic partnership with Microsoft to combine complementary assets and expertise to form a global mobile ecosystem and to adopt Windows Phone as our primary smartphone platform; B) the timing and expected benefits of our new strategy, including expected operational and financial benefits and targets as well as changes in leadership and operational structure; C) the timing of the deliveries of our products and services; D) our ability to innovate, develop, execute and commercialize new technologies, products and services; E) expectations regarding market developments and
Nokia Siemens Networks
Media Relations
PO Box 1
FI-02022 Nokia Siemens Networks
structural changes; F) expectations and targets regarding our industry volumes, market share, prices, net sales and margins of products and services; G) expectations and targets regarding our operational priorities and results of operations; H) expectations and targets regarding collaboration and partnering arrangements; I) the outcome of pending and threatened litigation; J) expectations regarding the successful completion of acquisitions or restructurings on a timely basis and our ability to achieve the financial and operational targets set in connection with any such acquisition or restructuring; and K) statements preceded by “believe,” “expect,” “anticipate,” “foresee,” “target,” “estimate,” “designed,” “plans,” “will” or similar expressions. These statements are based on management’s best assumptions and beliefs in light of the information currently available to it. Because they involve risks and uncertainties, actual results may differ materially from the results that we currently expect. Factors that could cause these differences include, but are not limited to: 1) our ability to succeed in creating a competitive smartphone platform for high-quality differentiated winning smartphones or in creating new sources of revenue through our partnership with Microsoft; 2) the expected timing of the planned transition to Windows Phone as our primary smartphone platform and the introduction of mobile products based on that platform; 3) our ability to maintain the viability of our current Symbian smartphone platform during the transition to Windows Phone as our primary smartphone platform; 4) our ability to realize a return on our investment in MeeGo and next generation devices, platforms and user experiences; 5) our ability to build a competitive and profitable global ecosystem of sufficient scale, attractiveness and value to all participants and to bring winning smartphones to the market in a timely manner; 6) our ability to produce mobile phones in a timely and cost efficient manner with differentiated hardware, localized services and applications; 7) our ability to increase our speed of innovation, product development and execution to bring new competitive smartphones and mobile phones to the market in a timely manner; 8) our ability to retain, motivate, develop and recruit appropriately skilled employees; 9) our ability to implement our strategies, particularly our new mobile product strategy; 10) the intensity of competition in the various markets where we do business and our ability to maintain or improve our market position or respond successfully to changes in the competitive environment; 11) our ability to maintain and leverage our traditional strengths in the mobile product market if we are unable to retain the loyalty of our mobile operator and distributor customers and consumers as a result of the implementation of our new strategy or other factors; 12) our success in collaboration and partnering arrangements with third parties, including Microsoft; 13) the success, financial condition and performance of our suppliers, collaboration partners and customers; 14) our ability to source sufficient quantities of fully functional quality components, subassemblies and software on a timely basis without interruption and on favorable terms, including the disruption of production and/or deliveries from any of our suppliers as a result of adverse conditions in the geographic areas where they are located; 15) our ability to manage efficiently our manufacturing, service creation, delivery and logistics without interruption; 16) our ability to ensure the timely delivery of sufficient volumes of products that meet our and our customers’ and consumers’ requirements and manage our inventory and timely adapt our supply to meet changing demands for our products; 17) any actual or even alleged defects or other quality, safety and security issues in our products; 18) any actual or alleged loss, improper disclosure or leakage of any personal or consumer data collected or made available to us or stored in or through our products; 19) our ability to successfully manage costs, including our ability to achieve targeted costs reductions and to effectively and timely execute related restructuring measures, including personnel reductions; 20) our ability to effectively and smoothly implement the new operational structure for our devices and services business effective April 1, 2011; 21) the development of the mobile and fixed communications industry and general economic conditions globally and regionally; 22) exchange rate fluctuations, including, in particular, fluctuations between the euro, which is our reporting currency, and the US dollar, the Japanese yen and the Chinese yuan, as well as certain other currencies; 23) our ability to protect the technologies, which we or others develop or that we license, from claims that we have infringed third parties’ intellectual property rights, as well as our unrestricted use on commercially acceptable terms of certain technologies in our products and services; 24) our ability to protect numerous Nokia, NAVTEQ and Nokia Siemens Networks patented, standardized or proprietary technologies from third-party infringement or actions to invalidate the intellectual property rights of these technologies; 25) the impact of changes in government policies, trade policies, laws or regulations and economic or political turmoil in countries where our assets are located and we do business; 26) any disruption to information technology systems and networks that our operations rely on; 27) unfavorable outcome of litigations; 28) allegations of possible health risks from electromagnetic fields generated by base stations and mobile products and lawsuits related to them, regardless of merit; 29) our ability to achieve targeted costs reductions and increase profitability in Nokia Siemens Networks and to effectively and timely execute related restructuring measures; 30) Nokia Siemens Networks’ ability to maintain or improve its market position or respond successfully to changes in the competitive environment; 31) Nokia Siemens Networks’ liquidity and its ability to meet its working capital requirements; 32) whether Nokia Siemens Networks is able to successfully integrate the acquired assets of Motorola Solutions ‘s networks business, retain existing customers of the acquired business, cross-sell Nokia Siemens Networks’ products and services to customers of the acquired business and otherwise realize the expected synergies and benefits of the acquisition; 33) Nokia Siemens Networks’ ability to timely introduce new products, services, upgrades and technologies; 34) Nokia Siemens Networks’ success in the telecommunications infrastructure services market and Nokia Siemens Networks’ ability to effectively and profitably adapt its business and operations in a timely manner to the increasingly diverse
service needs of its customers; 35) developments under large, multi-year contracts or in relation to major customers in the networks infrastructure and related services business; 36) the management of our customer financing exposure, particularly in the networks infrastructure and related services business; 37) whether ongoing or any additional governmental investigations into alleged violations of law by some former employees of Siemens AG may involve and affect the carrier-related assets and employees transferred by Siemens AG to Nokia Siemens Networks; 38) any impairment of Nokia Siemens Networks customer relationships resulting from ongoing or any additional governmental investigations involving the Siemens carrier-related operations transferred to Nokia Siemens Networks; as well as the risk factors specified on pages 12-39 of Nokia’s annual report Form 20-F for the year ended December 31, 2010 under Item 3D. “Risk Factors.” Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Nokia does not undertake any obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Media Enquiries
Nokia Siemens Networks
Media Relations
Phone: +358 7180 31451
E-mail: mediarelations@nsn.com
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Nokia Corporation, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: August 1, 2011 |
Nokia Corporation | |
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By: |
/s/ Riikka Tieaho |
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Name: Riikka Tieaho |
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Title: Director, Corporate & Securities, Legal & IP |