Registration No. 333-105401

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

TO

FORM S-8

NOKIA CORPORATION

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

(Name, address and telephone number of agent for service)

Copies to:

 

 

Explanatory Statement

     This Post Effective Amendment No. 1 to Registration on Form S-8, Registration No. 333-105401 (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 Stock Option Plan 2003 (the “2003 Stock Option Plan”). The Registration Statement registered 5,200,000 Shares issuable pursuant to the 2003 Stock Option 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 2003 Stock Option 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. 1 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. 1 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