As filed with the Securities and Exchange Commission on May 13, 2005.
Registration No. 333-124700
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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 PERFORMANCE SHARE PLAN 2005
NOKIA RESTRICTED SHARE PLAN 2005
NOKIA STOCK OPTION PLAN 2005
(Full title of the plans)
Richard W. Stimson
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
599 Lexington Avenue
New York, New York 10022
+1 (212) 848-7171
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EXPLANATORY STATEMENT
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Registration No. 333-124700 (the "Registration Statement") is being filed to
amend Exhibit 5.1, the Opinion of Ursula Ranin, General Counsel of the
Registrant, as to the validity of the shares to be issued pursuant to the Nokia
Performance Share Plan 2005, the Nokia Restricted Share Plan 2005 and the Nokia
Stock Option Plan 2005. The Registration Statement is hereby amended to replace
Exhibit 5.1 with the Exhibit 5.1 attached hereto.
SIGNATURES
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 Helsinki, Republic of Finland on May 12, 2005.
NOKIA CORPORATION
By: /s/ Ursula Ranin By: /s/ Marianna Uotinen-Tarkoma
----------------------------------- ----------------------------------
Name: Ursula Ranin Name: Marianna Uotinen-Tarkoma
Title: Vice President, General Counsel Title: Senior Legal Counsel
Members of the Board of Directors:
*
- -------------------------------------- Vice Chairman, Director
Name: Paul J. Collins
*
- -------------------------------------- Director
Name: Georg Ehrnrooth
*
Director
Name: Mr. Dan Hesse
*
- -------------------------------------- Director
Name: Dr. Bengt Holmstrom
*
- -------------------------------------- Director
Name: Per Karlsson
*
- -------------------------------------- Director
Name: Mr. Edouard Michelin
*
- -------------------------------------- Chairman of the Board of Directors
Name: Jorma Ollila Chief Executive Officer
*
- -------------------------------------- Director
Name: Dame Marjorie Scardino
*
- -------------------------------------- Director
Name: Vesa Vainio
*
- -------------------------------------- Director
Name: Arne Wessberg
President:
*
- --------------------------------------
Name: Pekka Ala-Pietila
Chief Financial Officer (whose functions
Include those of Chief Accounting Officer):
*
- --------------------------------------
Name: Richard A. Simonson
Authorized Representative in the United States:
*
- --------------------------------------
Name: Richard W. Stimson
*By: /s/ Marianna Uotinen-Tarkoma
----------------------------------
Name: Marianna Uotinen-Tarkoma
Attorney in Fact
EXHIBIT INDEX
Exhibit No. Description of Document
*5.1 Opinion of Ursula Ranin, General Counsel of the Registrant,
as to the validity of the shares to be issued pursuant to
the Nokia Performance Share Plan 2005, the Nokia Restricted
Share Plan 2005 and the Nokia Stock Option Plan 2005.
- ---------------------------
* Filed herewith.
EXHIBIT 5.1
May 6, 2005
Nokia Corporation
P.O. Box 226
FIN-00045 NOKIA GROUP
FINLAND
Ladies and Gentlemen,
I am the General Counsel of Nokia Corporation, a company incorporated under the
laws of the Republic of Finland (the "Company"), and, as such, I have acted on
behalf of the Company in connection with its offering of awards of performance
shares (the "Performance Shares"), restricted shares (the "Restricted Shares")
and stock options (the "Stock Options") with respect to the shares of the
Company, to eligible Company employees in the United States as part of a
worldwide employee offering (the "Employee Offering") that is being undertaken
to incentivise the selected key persons of the Company and its subsidiaries and
affiliates. Holders of Performance Shares, Restricted Shares or Stock Options
will be entitled to receive or subscribe for Shares of the Company, with a par
value of 0.06 euros (each a "Share"). American Depository Shares (the "ADSs"),
each representing one Share, are listed on the New York Stock Exchange.
In connection with the opinions expressed below, I have examined:
(i) the terms and conditions of the Employee Offering; i.e. the Nokia
Performance Share Plan 2005 and the Nokia Restricted Share Plan 2005 as
approved by the Board of Directors of the Company in their meetings
held on January 27, 2005 and April 7, 2005, and the Nokia Stock Option
Plan 2005 as approved by the Annual General Meeting of the Company in
their meeting held on April 7, 2005;
(ii) the form of documentation to be furnished to employees eligible to
participate in the Employee Offering including a copy of the prospectus
prepared in accordance with the requirements of Part I of Form S-8
under the U.S. Securities Act of 1933, as amended (the "Securities
Act");
(iii) a signed copy of the company's Registration Statement on Form S-8 (the
"Registration Statement") relating to the Employee Offering, which
Registration Statement is being filed by the Company with the United
States Securities and Exchange Commission (the "Commission") on the
date hereof;
(iv) the Articles of Association of the Company; and
(v) originals, or copies certified or otherwise identified to my
satisfaction, of such documents, as I have deemed necessary and
appropriate as a basis for the opinion hereinafter expressed.
Based on the foregoing and having regard for such legal considerations as I deem
relevant, I am of the opinion that: (1) the Performance Shares, Restricted
Shares and Stock Options to be offered to eligible employees pursuant to the
Employee Offering will represent legal, valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, and (2)
the Shares to be issued upon settlement or exercise, as applicable, of the
Performance Shares, Restricted Shares and Stock Options, in connection with the
Employee Offering will, upon issuance, have been duly authorized, validly issued
and be fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving this consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder. I am a lawyer admitted to
practice in Finland and I am not admitted in, do not hold myself as being an
expert on, and do not express any opinion on the law of any jurisdiction other
than the laws of the Republic of Finland.
Very truly yours,
/s/ Ursula Ranin
Ursula Ranin
Vice President, General Counsel