SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

____________________

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

____________________

NOKIA CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

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  ☒     Accelerated filer  ☐     Non-accelerated filer  ☐     Smaller reporting company  ☐

 

 

(1)	American Depositary Receipts evidencing American Depositary Shares (“ADSs”) issuable on deposit of shares (the “Shares”) of Nokia Corporation (the “Registrant”) have been registered pursuant to a separate Registration Statement on Form F-6 (Registration No. 333-105373 and 333-182900) 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 U.S. Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) 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 USA Inc. Retirement Savings and Investment Plan (the “Plan”).
(2)	Represents an aggregate of 50,000 Shares, which are available for purchase pursuant to the Plan.
(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, based on the average of the high and low prices ($5.72 and $5.66, respectively) of Nokia Corporation ADSs on the New York Stock Exchange on March 21, 2018.

 

 

 

Part I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

______________

 

---

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, 2017 (File No. 001-13202), filed on March 22, 2018;

          

(b)          The Registrant’s Form 11-K for the Plan for the fiscal year ended December 31, 2016 (File No. 001-13202), filed on June 29, 2017; and

(c)          the description of the Registrant’s 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.

 

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.

Jussi Koskinen, the Registrant’s Vice President, Corporate Legal, has opined as to the legality of the issuance of the Shares being registered under this Registration Statement. At the time of rendering this opinion, the value of the Shares owned by Mr. Koskinen or subject to his outstanding equity awards exceeded $50,000.

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 “Annual General Meeting shall … take resolutions on … discharging the members of the Board of Directors and the President from liability.”

 

 

 

The Registrant maintains liability insurance 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.

Item 7.

Exemption from Registration Claimed.

Not applicable.

 

Item 8.

Exhibits.

The following exhibits are filed as part of this Registration Statement:

 

 

__________________

* Filed herewith.

 

Pursuant to Item 8(b) of Part II of Form S-8, the Registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (the “IRS”) in a timely manner and it has made or will make all changes required by the IRS in order to qualify the Plan.

 

 

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.

---

 

---

POWER OF ATTORNEY

Members of the Board of Directors

 

/s/ Bruce Brown		Director
Name:  Bruce Brown
/s/ Jeanette Horan		Director
Name: Jeanette Horan
/s/ Louis R. Hughes		Director
Name: Louis R. Hughes
/s/ Edward Kozel		Director
Name: Edward Kozel
		Director
Name: Jean C. Monty
/s/ Elizabeth Nelson		Director
Name:  Elizabeth Nelson
/s/ Olivier Piou		Vice Chairman of the Board of Directors
Name:  Olivier Piou
/s/ Carla Smits-Nusteling		Director
Name: Carla Smits-Nusteling
/s/ Risto Siilasmaa		Chairman of the Board of Directors
Name: Risto Siilasmaa
/s/ Kari Stadigh		Director
Name: Kari Stadigh

---

---

---

The Plan:

 

 

Nokia USA Inc. Retirement Savings and Investment Plan
/s/ Oliver Simon
Name:	Oliver Simon
Title:	Plan Administrator

 

 

 

 

 

---