As filed with the Securities and Exchange Commission on October 7, 2020
Registration No. 333-236903
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
(Exact name of registrant as specified in its charter)
Republic of Finland (State or other jurisdiction of incorporation or organization) | Not Applicable (I.R.S. Employer Identification Number) | |
Karakaari 7, P.O. Box 226 FI-00045 NOKIA GROUP Espoo, Finland +358 10 4488000 |
(Address of principal executive offices)
NOKIA PERFORMANCE SHARE PLAN 2020
(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
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-8, Registration No. 333-236903, originally filed with the Securities and Exchange Commission on March 5, 2020 (the “Original Registration Statement”) and subsequently amended by the Post-Effective Amendment No. 1 to the Original Registration Statement on July 20, 2020 (the “First Amendment”) is being filed by Nokia Corporation (the “Company”) solely to amend the First Amendment, and effectively, the Original Registration Statement, with updated terms and conditions of the Nokia Performance Share Plan 2020. The First Amendment is hereby amended to substitute Exhibit 4.6 to the First Amendment with Exhibit 4.6 to this Amendment. Except as described herein, this Amendment does not update, amend or modify any other information, statement or disclosure contained in the Original Registration Statement or the First Amendment.
Item 8. Exhibits.
The following exhibits are filed as part of this Amendment:
* Filed herewith.
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 be signed on its behalf by the undersigned, thereunto duly authorized, in Espoo, Republic of Finland on October 7, 2020
NOKIA CORPORATION | |||||
By: | /s/ Esa Niinimäki | By: | /s/ Ulla Nyberg | ||
Name: | Esa Niinimäki | Name: | Ulla Nyberg | ||
Title: | Deputy Chief Legal Officer, Corporate | Title: | Senior Legal Counsel, Corporate Legal | ||
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 has been signed below by the following persons in the indicated capacities on October 7, 2020.
Members of the Board of Directors
* | Chair of the Board of Directors | |
Name: Sari Baldauf | ||
* | Director | |
Name: Bruce Brown | ||
Director | ||
Name: Thomas Dannenfeldt | ||
* | Director | |
Name: Jeanette Horan | ||
* | Director | |
Name: Edward Kozel | ||
* | Director | |
Name: Elizabeth Nelson | ||
* | Director | |
Name: Søren Skou | ||
* | Director | |
Name: Carla Smits-Nusteling | ||
* | Vice Chair of the Board of Directors | |
Name: Kari Stadigh |
* | By: /s/ Ulla Nyberg |
Name: Ulla Nyberg
Title: Attorney-in-Fact
President and Chief Executive Officer: | ||
/s/ Pekka Lundmark | ||
Name: Pekka Lundmark | ||
Chief Financial Officer (whose functions include those of Chief Accounting Officer): | ||
/s/ Marco Wirén | ||
Name: Marco Wirén |
Authorized Representative in the United States: | |
/s/ Ronald A. Antush | |
Name: Ronald A. Antush |