Nokia Oyj — Share Issue/Capital Change 2014

Feb 27, 2014

S-8 POS 1 ss204507_s8pos.htm REGISTRATION STATEMENT

Registration No. 333-179982

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1

TO FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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NOKIA CORPORATION

(Exact name of registrant as specified in its charter)

Republic of Finland (State or other jurisdiction of incorporation or organization)
Keilalahdentie 4, P.O. Box 226 FIN-00045 NOKIA GROUP Espoo, Finland (011) 358-9-18071

(Address of principal executive offices)

NOKIA PERFORMANCE SHARE PLAN 2012

(Full title of the plan)

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Louise Pentland

Nokia Holding, Inc.

6021 Connection Drive

Irving, Texas 75039

+1 (972) 600-1289

(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 Performance Share Plan 2012

This Post-Effective Amendment No. 1 to Registration on Form S-8, Registration No. 333-179982 (the “ 2012 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 Performance Share Plan 2012 (the “ 2012 Performance Share Plan ”). The 2012 Registration Statement registered 4,400,000 Shares issuable pursuant to the 2012 Performance Share Plan to employees of the Company. The 2012 Registration Statement is hereby amended to deregister all Shares that were previously registered and that remain unissued under the 2012 Performance Share Plan.

Filing Fee Offset

Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the 2012 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 2012 Registration Statement is also being filed to carry over to the New Registration Statement the $2,513.64 portion of the registration fee previously paid by the Company in connection with the 2012 Registration Statement to register 4,400,000 Shares.

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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 27, 2014.

NOKIA CORPORATION — By: /s/	Riikka Tieaho	By: /s/	Jani Salovaara
Name:	Riikka Tieaho	Name:	Jani Salovaara
Title:	Vice President, Corporate Legal	Title:	Senior Legal Counsel

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 January 23, 2014.

Members of the Board of Directors: — /s/	Bruce Brown	Director
Name:	Bruce Brown
/s/	Elizabeth Doherty	Director
Name:	Elizabeth Doherty
/s/	Henning Kagermann	Director
Name:	Henning Kagermann
/s/	Jouko Karvinen	Vice Chairman, Director
Name:	Jouko Karvinen
/s/	Helge Lund	Director
Name:	Helge Lund
/s/	Mårten Mickos	Director
Name:	Mårten Mickos
/s/	Elizabeth Nelson	Director
Name:	Elizabeth Nelson
/s/	Risto Siilasmaa	Chairman of the Board of Directors
Name:	Risto Siilasmaa
/s/	Kari Stadigh	Director
Name:	Kari Stadigh

Chairman of the Board and Interim CEO:
/s/	Risto Siilasmaa
Name:	Risto Siilasmaa
Chief Financial Officer and Interim President (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