Registration
No. 333-12364
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
________________
NOKIA
CORPORATION
(Exact
name of registrant as specified in its charter)
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Republic
of Finland
(State
or other jurisdiction of incorporation or organization)
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Not
Applicable
(I.R.S.
Employer
Identification
Number)
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Keilalahdentie
4, P.O. Box 226
FIN-00045
NOKIA GROUP
Espoo,
Finland
(011)
358-9-18071
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(Address
of principal executive offices)
Nokia
Stock Option Plan 1999, RESTATED AS OF JUNE 30, 2000
(Full
title of the plan)
_______________
Richard
W. Stimson
Nokia
Holding, Inc.
6000
Connection Drive
Irving,
Texas 75039
+1
(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
Explanatory
Statement
This Post
Effective Amendment No. 2 to Registration on Form S-8, Registration No.
333-12364 (the “Registration
Statement”), is being filed to deregister certain shares (the “Shares”) of Nokia Corporation
(the “Registrant” or
“Nokia”) that were
registered for issuance pursuant to the Nokia Stock Option Plan 1999, restated
as of June 30, 2000 (the “1999
Stock Option Plan”). The Registration Statement registered
4,300,000 Shares issuable pursuant to the 1999 Stock Option Plan to employees of
Nokia. The Registration Statement is hereby amended to deregister the
remaining unissued shares following the expiration of the awards under the 1999
Stock Option Plan.
SIGNATURES
Pursuant
to the requirements of the U.S. Securities Act of 1933, as amended, the
Registrant has duly caused this Post Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Helsinki, Republic of Finland, and Irving, Texas, U.S.A. on
March 20, 2008.
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NOKIA
CORPORATION |
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By: /s/ Leena
Siirala
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Name:
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Leena
Siirala |
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Title:
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Director,
Corporate Legal |
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By: /s/ Kaarina
Ståhlberg
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Name: |
Kaarina
Ståhlberg |
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Title: |
Vice
President, Assistant General Counsel |
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By: /s/
Richard W.
Stimson
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Name: |
Richard W.
Stimson |
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Title: |
Authorized
U.S. Representative |
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