REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
KEILALAHDENTIE 4, P.O. BOX 226
FIN-00045 NOKIA GROUP
ESPOO, FINLAND
(011) 358-9-18071
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
NOKIA PERFORMANCE SHARE PLAN 2007
NOKIA RESTRICTED SHARE PLAN 2007
NOKIA HOLDING, INC. EMPLOYEE STOCK PURCHASE PLAN (RESTATED)
NOKIA RETIREMENT SAVINGS AND INVESTMENT PLAN, AS AMENDED AND RESTATED
(FULL TITLE OF THE PLANS)
RICHARD W. STIMSON
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
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price Per Proposed Maximum Registration
Registered Registered Security Aggregate Offering Price Fee
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Shares of Nokia Corporation, 10,910,000 (2) $ 22.79 (3) $ 248,638,900 $7,633.21
par value EUR 0.06 per share (1)
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(1) American Depositary Receipts evidencing American Depositary Shares
("ADSs") issuable on deposit of Shares of Nokia Corporation, par value EUR
0.06 per share (the "Shares"), have been registered pursuant to a separate
Registration Statement on Form F-6
(Registration No. 333-4920) and currently are traded on the New York Stock
Exchange under the ticker symbol "NOK." Each ADS represents one Share.
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement on Form S-8 shall also
cover (i) any additional Shares that become deliverable by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration that results in an increase
in the number of outstanding Shares to be offered or sold pursuant to the
plans and (ii) an indeterminate amount of interests to be offered or sold
pursuant to the Nokia Retirement Savings and Investment Plan, as Amended
and Restated.
(2) Represents an aggregate of 10,910,000 Shares, of which 750,000 Shares are
available for future issuance under the Nokia Performance Share Plan 2007,
750,000 Shares are available for future issuance under the Nokia
Restricted Share Plan 2007, 2,500,000 Shares are available for purchase
pursuant to the Nokia Holding, Inc. Employee Stock Purchase Plan
(Restated) and 6,910,000 Shares are available for purchase pursuant to the
Nokia Retirement Savings and Investment Plan, as Amended and Restated.
(3) Estimated solely for the purpose of calculating the registration fee. Such
estimate is calculated pursuant to Rules 457(c) and 457(h) under the
Securities Act of 1933, as amended, based on the average of the high and
low prices ($22.96 and $22.62, respectively) of Nokia Corporation ADSs on
the New York Stock Exchange on March 26, 2007.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the U.S. Securities Act of 1933, as amended (hereinafter,
the "Securities Act"), and the "Note" to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference as of their
respective dates in this Registration Statement:
(a) the Registrant's Form 20-F for the fiscal year ended December
31, 2006 (File No. 1-13202), filed on March 12, 2007;
(b) the description of the Registrant's Shares, par value EUR 0.06
per share (the "Shares"), registered under Section 12 of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
contained in "Item 9. The Offer and Listing" and "Item 10. Additional
Information," respectively, of the Form 20-F described in, and
incorporated by reference in, paragraph (a) above; and
(c) the Registrant's Form 11-K, Annual Report for the Nokia
Retirement Savings and Investment Plan, as Amended and Restated, for the
fiscal year ended December 31, 2005 (File No. 1-13202), filed on July 14,
2006.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement, which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and are a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Association of the Registrant contain no provisions
under which any member of the Board of Directors or officers is indemnified in
any manner against any liability which he may incur in his capacity as such.
Article 12 of the Articles of Association of the Registrant, however, provides
inter alia, that the "General Meeting of Shareholders ... shall take resolutions
on ... discharging the members of the Board of Directors and the President from
liability."
The Registrant maintains liability insurance in the amount of the
aggregate of EUR 350 million for its Board of Directors and certain of its
officers. Such persons are insured against liability for "wrongful acts,"
including breach of duty, breach of trust, neglect, error and misstatement.
At present, there is no pending material litigation or proceeding
involving a director or officer of the Registrant where indemnification will be
required or permitted. In addition, the Registrant is not aware of any
threatened material litigation or proceeding that may result in a claim for such
indemnification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
See Exhibit Index.
The securities being registered hereby for the Nokia Retirement
Savings and Investment Plan, as Amended and Restated, and for the Nokia Holding,
Inc. Employee Stock Purchase Plan (Restated) are not original issuance
securities. Pursuant to Form S-8, Part II, Item 8(a), an opinion of counsel as
to the legality of the shares purchased under these plans is, accordingly, not
required.
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of securities registered hereby, a post-effective
amendment to this Registration Statement which shall include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
PART III
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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Helsinki, Republic of Finland on
March 29, 2007.
NOKIA CORPORATION
By: /s/ Kaarina Stahlberg By: /s/ Leena Siirala
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Name: Kaarina Stahlberg Name: Leena Siirala
Title: Vice President, Assistant Title: Senior Legal Counsel
General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Ms. Kaarina Stahlberg and/or Ms. Leena
Siirala his/her true and lawful attorney-in-fact and agent, each acting alone,
each with full power of substitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign any or all amendments, including
post-effective amendments, and supplements to this Nokia Corporation
Registration Statement on Form S-8, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the United States
Securities and Exchange Commission, granting unto said attorney(s)-in-fact and
agent(s) full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorney(s)-in-fact and agent(s), or his/her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on March 29, 2007.
MEMBERS OF THE BOARD OF DIRECTORS:
/s/ Paul J. Collins Vice Chairman, Director
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Name: Paul J. Collins
/s/ Georg Ehrnrooth Director
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Name: Georg Ehrnrooth
/s/ Daniel R. Hesse Director
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Name: Daniel R. Hesse
/s/ Dr. Bengt Holmstrom Director
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Name: Dr. Bengt Holmstrom
/s/ Per Karlsson Director
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Name: Per Karlsson
/s/ Jorma Ollila Chairman of the Board of Directors
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Name: Jorma Ollila
/s/ Dame Marjorie Scardino Director
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Name: Dame Marjorie Scardino
/s/ Keijo Suila Director
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Name: Keijo Suila
/s/ Vesa Vainio Director
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Name: Vesa Vainio
PRESIDENT AND CHIEF EXECUTIVE OFFICER:
/s/ Olli-Pekka Kallasvuo
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Name: Olli-Pekka Kallasvuo
CHIEF FINANCIAL OFFICER (whose
functions include those of Chief
Accounting Officer):
/s/ Richard A. Simonson
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Name: Richard A. Simonson
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES:
/s/ Richard W. Stimson
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Name: Richard W. Stimson
THE PLAN. Pursuant to the requirements of the Securities Act, the
trustee (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Irving, state of Texas,
on March 29 2007.
Nokia Retirement Savings and Investment Plan,
as Amended and Restated
By: /s/ Linda Fonteneaux
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Name: Linda Fonteneaux
Title: Plan Administrator
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
4.1 Articles of Association of the Registrant (English translation)
(incorporated by reference to the Registrant's Form 20-F for the
year ended December 31, 2000 (File No. 1-13202), filed with the
Commission on June 28, 2001).
4.2 Amended and Restated Deposit Agreement dated March 28, 2000 by and
among Nokia Corporation, Citibank, N.A., as Depositary, and the
Holders from time to time of American Depositary Receipts
representing American Depositary Shares issued thereunder
(incorporated by reference to Registrant's Form F-6 Registration
Statement (Registration No. 333-11740), filed with the Commission on
March 28, 2000).
*4.3 Terms and Conditions of the Nokia Performance Share Plan 2007.
*4.4 Terms and Conditions of the Nokia Restricted Share Plan 2007.
*4.5 Nokia Holding, Inc. Employee Stock Purchase Plan (Restated).
*4.6 Nokia Retirement Savings and Investment Plan, as Amended and
Restated.
*5.1 Opinion of Kaarina Stahlberg, VP, Assistant General Counsel of the
Registrant, as to the validity of the shares to be issued pursuant
to the Nokia Performance Share Plan 2007 and the Nokia Restricted
Share Plan 2007.
*23.1 Consent of PricewaterhouseCoopers Oy, Helsinki, Finland, Independent
Registered Public Accounting Firm.
*23.2 Consent of PricewaterhouseCoopers LLP, Dallas, Texas, Independent
Registered Public Accounting Firm.
*23.3 Consent of Kaarina Stahlberg, VP, Assistant General Counsel of the
Registrant (included in Exhibit 5.1).
*24 Power of Attorney (included on signature page).
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* Filed herewith.