Republic of Finland (State or other jurisdiction of incorporation or organization)

Not Applicable (I.R.S. Employer Identification Number)

 

---

 

(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 Nos. 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 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, as defined below.

 

(2)

Represents an aggregate of 21,000,000 Shares, of which 1,500,000 Shares are available for future issuance under the Nokia Employee Share Purchase Plan “Share in Success”, 4,500,000 Shares are available for future issuance under the Nokia Restricted Share Plan 2017, and 15,000,000 Shares are available for future issuance under the Nokia Performance Share Plan 2017 (these plans together, the “Plans”).

(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 ($5.390 and $5.300, respectively) of Nokia Corporation ADSs on the New York Stock Exchange on March 22, 2017.

(4)

Pursuant to Rule 457(p) under the Securities Act, the registration fee of $13,009.20 with respect to the 21,000,000 Shares to be registered hereunder is offset by (1) fees totaling $2,145.57 paid by the Registrant  in connection with the registration of 4,400,000 Shares for issuance pursuant to the Nokia Restricted Share Plan 2013 on Form S-8 (File No. 333-187096) filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 7, 2013; (2) fees totaling $12,694.01 paid by the Registrant  in connection with the registration of 12,900,000 Shares for issuance pursuant to the Nokia Performance Share Plan 2014 on Form S-8 (File No. 333-194197) filed with the Commission on February 27, 2014; (3) fees totaling $414.49 paid by the Registrant  in connection with the registration of 850,000 Shares for issuance pursuant to the Nokia Employee Share Purchase Plan 2013 on Form S-8 (File No. 333-187096) filed with the Commission on March 7, 2013; and (4) fees totaling $688.82 paid by the Registrant  in connection with the registration of 700,000 Shares for issuance pursuant to the Nokia Employee Share Purchase Plan 2014 on Form S-8 (File No. 333-194197) filed with the Commission on February 27, 2014.  Post-Effective Amendments to the foregoing Registration Statements to deregister such 18,850,000 Shares in total are being filed contemporaneously with the filing of this Registration Statement.

---

 

Part I

 

 

*	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 Securities Act, and the “Note” to Part I of Form S-8.

 

Part II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed with 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, 2016 (File No. 001-13202), filed on March 23, 2017; and

 

(b)         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.

 

Not applicable.

 

Riikka Tieaho, 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 Ms. Tieaho or subject to her outstanding equity awards exceeded $50,000.

 

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. 

             

Not applicable.

 

See Exhibit Index.

 

(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.

---

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 Espoo, Republic of Finland on March 23, 2017.

 

---

 

Members of the Board of Directors:

/s/ Bruce Brown		Director
Name:  Bruce Brown
/s/ Louis R. Hughes		Director
Name: Louis R. Hughes
		Director
Name: Jean C. Monty
/s/ Elizabeth Nelson		Director
Name:  Elizabeth Nelson   /s/ Olivier Piou		Vice Chairman, Director
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

 

 

 

President and Chief Executive Officer:
/s/ Rajeev Suri
Name: Rajeev Suri
Chief Financial Officer (whose functions
include those of Chief Accounting Officer):
/s/ Kristian Pullola
Name: Kristian Pullola

---

---

EXHIBIT INDEX

             

* Filed herewith.

---