Registration No. 333-115284

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 3

TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

NOKIA CORPORATION

Republic of Finland (State or other jurisdiction of incorporation or organization)		Not Applicable (I.R.S. Employer Identification Number)

Keilalahdentie 4, P.O. Box 226
FIN-00045 NOKIA GROUP
Espoo, Finland
(011) 358-9-18071
(Address of principal executive offices)

Louise Pentland
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

 

 

Explanatory Statement

     This Post Effective Amendment No. 3 to Registration on Form S-8, Registration No. 333-115284 (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 2004 (the “2004 Restricted Share Plan”). The Registration Statement registered 300,000 Shares issuable pursuant to the 2004 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 2004 Restricted Share Plan.

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. 3 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:		/s/ Kaarina Ståhlberg				By:		/s/ Esa Niinimäki
Name:		Kaarina Ståhlberg				Name:		Esa Niinimäki
Title:		Vice President, Assistant General Counsel				Title:		Senior Legal Counsel

     Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 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
Name: Stephen Elop
/s/ Dr. Bengt Holmström		Director
Name: Dr. Bengt Holmström
/s/ Prof. Dr. Henning Kagermann		Director
Name: Prof. Dr. Henning Kagermann
Name: Per Karlsson		Director
/s/ Jouko Karvinen		Director
Name: Jouko Karvinen
Name: Helge Lund		Director
/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/ Risto Siilasmaa		Director
Name: Risto Siilasmaa
/s/ Kari Stadigh		Director
Name: Kari Stadigh
President and Chief Executive Officer:
/s/ Stephen Elop
Name: Stephen Elop
Chief Financial Officer (whose functions include those of Chief Accounting Officer):
/s/ Timo Ihamuotila
Name: Timo Ihamuotila

Authorized Representative in the United States:
/s/ Louise Pentland
Name: Louise Pentland