Post-effective Amendment to an S-8 Filing (s-8 Pos)
February 18 2021 - 1:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February
18, 2021
Registration No. 333-223848
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
POST-EFFECTIVE AMENDMENT NO. 1 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
EMPLOYEE SHARE PURCHASE PLAN [“SHARE IN SUCCESS”]
NOKIA PERFORMANCE SHARE PLAN 2018
(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 Employee Share
Purchase Plan
This Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8, Registration No. 333-223848 (the “2018 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 Employee Share Purchase Plan (the “2018 Employee Share Purchase
Plan”). The 2018 Registration Statement registered 1,500,000 Shares issuable pursuant to the 2018 Employee Share Purchase
Plan to employees of the Company. The 2018 Registration Statement is hereby amended to deregister all Shares that were previously
registered and that remain unissued under the 2018 Employee Share Purchase Plan.
Nokia Performance
Share Plan 2018
This Post-Effective
Amendment No. 1 to the 2018 Registration Statement is being filed to deregister certain Shares of the Company that were registered
for issuance pursuant to the Nokia Performance Share Plan 2018 (the “2018 Performance Share Plan”). The 2018
Registration Statement registered 20,000,000 Shares issuable pursuant to the 2018 Performance Share Plan to employees of the Company.
The 2018 Registration Statement is hereby amended to deregister all Shares that were previously registered and that remain unissued
under the 2018 Performance Share Plan.
Filing Fee Offset
Contemporaneously with
the filing of this Post-Effective Amendment No. 1 to the 2018 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. 1 to the 2018 Registration Statement is also being filed to carry over to the New Registration Statement the
$12,769.00 portion of the registration fee previously paid by the Company in connection with the 2018 Registration Statement to
register 18,025,000 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. 1 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. 1 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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