As filed with the Securities and Exchange Commission on May 20, 2003.
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 STOCK OPTION PLAN 2003
(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 Lilienfeld, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-7171
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Security Aggregate Offering Price Registration Fee
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Shares of Nokia Corporation, 5,200,000 $17.61 (2) $91,572,000 (2) $7,408.17
par value EUR 0.06 per share (1)
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(1) American Depositary Receipts evidencing American Depositary Shares
("ADSs") issuable on deposit of the Shares have been registered
pursuant to a separate Registration Statement on Form F-6 (Registration
No. 333-4920) and currently are traded on the New York Stock Exchange
under the ticker symbol "NOK".
(2) 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 of 1933, as amended (the "Securities Act"), based on
the average of the high and low trading prices ($17.72 and $17.50,
respectively) of Nokia Corporation ADSs on the New York Stock Exchange
on May 15, 2003.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* 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 of 1933, as amended (hereinafter, the
"Securities Act"), and the "Note" to Part I of Form S-8.
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, 2002 (File No. 1-13202), filed on February 7, 2003;
(b) the description of the Registrant's Shares, par value EUR 0.06
per share (the "Shares"), registered under Section 12 of the 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 by, paragraph (a) above; and
(c) the Registrant's current reports on Form 6-K filed with the
Commission on January 3, 2003, January 23, 2003, January 31, 2003,
February 7, 2003, March 3, 2003, March 11, 2003, March 27, 2003, April 1,
2003, April 17, 2003, May 2, 2003 and May 14, 2003.
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.
Not applicable.
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 "General Meeting of Shareholders . . . shall take
resolutions on . . . discharging the members of the Board of Directors and the
President from liability."
The Registrant maintains liability insurance in the amount of the
aggregate of $200 million and EUR 50 million 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.
At present, there is no pending material litigation or proceeding
involving a director or officer of the Registrant where indemnification will be
required or permitted. In addition, the Registrant is not aware of any
threatened material litigation or proceeding that may result in a claim for such
indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
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 to 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
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 20, 2003.
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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Mr. Jorma Ollila and/or Ms. Ursula Ranin 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 20, 2003.
Members of the Board of Directors:
/s/ Paul J. Collins Vice Chairman, Director
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Name: Paul J. Collins
/s/ George Ehrnrooth Director
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Name: Georg Ehrnrooth
/s/ Dr. Bengt Holmstrom Director
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Name: Dr. Bengt Holmstrom
/s/ Per Karlsson Director
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Name: Per Karlsson
/s/ Jorma Ollila Chairman of the Board of Directors,
------------------------------- Chief Executive Officer
Name: Jorma Ollila
/s/ Robert F.W. van Oordt Director
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Name: Robert F.W. van Oordt
/s/ Dame Marjorie Scardino Director
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Name: Dame Marjorie Scardino
/s/ Vesa Vainio Director
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Name: Vesa Vainio
/s/ Arne Wessberg Director
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Name: Arne Wessberg
President:
/s/ Pekka Ala-Pietila
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Name: Pekka Ala-Pietila
Chief Financial Officer (whose functions
include those of Chief Accounting Officer):
/s/ Olli-Pekka Kallasvuo
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Name: Olli-Pekka Kallasvuo
Authorized Representative in the United States:
/s/ Kari-Pekka Wilska
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Name: Kari-Pekka Wilska
EXHIBIT INDEX
Exhibit No. Description of Document
4.1 Articles of Association of the Registrant (English translation)
(incorporated by reference to the Registrant's Form 20-F for the year
ended December 31, 2000 (File No. 13202, filed with the Commission on
June 28, 2001).
4.2 Amended and Restated Deposit Agreement dated March 28, 2000 by and
among Nokia Corporation, Citibank, N.A., as Depositary, and the
Holders from time to time of American Depositary Receipts representing
American Depositary Shares issued thereunder (incorporated by
reference to Registrant's Form F-6 Registration Statement
(Registration No. 333-11740), filed with the Commission on March 28,
2000).
*4.3 Nokia Stock Option Plan 2003.
*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 Stock Option
Plan 2003.
*23.1 Consent of PricewaterhouseCoopers Oy, Helsinki, Finland, Independent
Accountants.
*23.2 Consent of Ursula Ranin, General Counsel of the Registrant (included
in Exhibit 5.1)
*24. Power of Attorney (included on signature page).
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* Filed herewith.