Registration No. 333- 132846

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NOKIA CORPORATION

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

NOKIA RESTRICTED SHARE PLAN 2006

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. 2 to Registration on Form S-8, Registration No. 333- 132846 (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 2006 (the “2006 Restricted Share Plan”). The Registration Statement registered 750,000 Shares issuable pursuant to the 2006 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 2006 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. 2 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: Name:		/s/ Kaarina Ståhlberg   Kaarina Ståhlberg				By: Name:		/s/ Esa Niinimäki   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. 2 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   Name: Stephen Elop		Director
/s/ Dr. Bengt Holmström   Name: Dr. Bengt Holmström		Director
/s/ Prof. Dr. Henning Kagermann   Name: Prof. Dr. Henning Kagermann		Director
Name: Per Karlsson		Director
/s/ Jouko Karvinen   Name: Jouko Karvinen		Director
Name: Helge Lund		Director
/s/ Isabel Marey-Semper   Name: Isabel Marey-Semper		Director
/s/ Jorma Ollila   Name: Jorma Ollila		Chairman of the Board of Directors

/s/ Dame Marjorie Scardino   Name: Dame Marjorie Scardino		Vice Chairman, Director
/s/ Risto Siilasmaa   Name: Risto Siilasmaa		Director
/s/ Kari Stadigh   Name: Kari Stadigh		Director
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