As filed with the Securities and Exchange Commission on May 7, 2004.
Registration No. 333-6786
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
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 CORPORATION
1997 Employee Offering
(Full title of the plan)
Kari-Pekka Wilska
Nokia Holding, Inc.
6000 Connection Drive
Irving, Texas 75039
(972) 894-5000
(Name, address and telephone number of agent for service)
Copies to:
Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
Broadgate West
9 Appold Street
London, England EC2A 2AP
+44 (0)20 7655 5942
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EXPLANATORY STATEMENT
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Registration No. 333-6786 (the "Registration Statement"), is being filed to
deregister certain Shares, par value EUR 0.06 per share (the "Shares"), of Nokia
Corporation (the "Registrant" or "Nokia") and certain bonds, each with 2,000
attached warrants to purchase Shares ("Bonds") that were registered for issuance
pursuant to the Nokia Corporation 1997 Employee Offering (the "Worldwide
Employee Offering").1 The Registration Statement registered 19,200,000 Shares
and 600 Bonds issuable pursuant to the Worldwide Employee Offering to employees
of the Nokia Group residing in the United States and Canada. The Registration
Statement is hereby amended to deregister the remaining unissued shares and
unissued bonds.
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1 The original Form S-8, which was filed with the Securities and Exchange
Commission on April 15, 1997, registered 1,200,000 A Shares of Nokia,
Par value 5 Finnish markka per share, and 600 bonds, each with 2,000
attached warrants to purchase A Shares. In each of 1998 and 1999, Nokia
effected a two-for-one share split, effective in public trading on
April 16, 1998 and April 12, 1999, respectively. In 2000, Nokia
effected a four-for-one share split, effective in public trading on
April 10, 2000. In addition, Nokia's A Shares were consolidated with
Nokia's K Shares on April 9, 1999 into one class of Shares.
PART II
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 May 7, 2004.
NOKIA CORPORATION
By: /s/ Ursula Ranin By: /s/ Marianna Uotinen-Tarkoma
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Name: Ursula Ranin Name: Marianna Uotinen-Tarkoma
Title: Vice President, General Counsel Title: Senior Legal Counsel
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Ms. Ursula Ranin and/or Ms. Marianna
Uotinen-Tarkoma 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 Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the indicated capacities on May 7, 2004.
Members of the Board of Directors:
/s/ Paul J. Collins
---------------------------------- Vice Chairman, Director
Name: Paul J. Collins
/s/ Georg Ehrnrooth
---------------------------------- Director
Name: Georg Ehrnrooth
/s/ Dr. Bengt Holmstrom
---------------------------------- Director
Name: Dr. Bengt Holmstrom
/s/ Per Karlsson
---------------------------------- Director
Name: Per Karlsson
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/s/ Jorma Ollila
---------------------------------- Chairman of the Board of Directors
Name: Jorma Ollila Chief Executive Officer
/s/ Dame Marjorie Scardino
---------------------------------- Director
Name: Dame Marjorie Scardino
/s/ Vesa Vainio
---------------------------------- Director
Name: Vesa Vainio
/s/ Arne Wessberg
---------------------------------- Director
Name: Arne Wessberg
President:
/s/ Pekka Ala-Pietila
----------------------------------
Name: Pekka Ala-Pietila
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/ Kari-Pekka Wilska
----------------------------------
Name: Kari-Pekka Wilska
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