FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2001
STMicroelectronics N.V.
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(Translation of registrant's name into English)
Route de Pre-Bois, ICC Bloc A, 1215 Geneva 15, Switzerland
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(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F]
Form 20-F X Form 40-F
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[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934]
Yes No X
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[If "Yes" is marked, indicate below the file number assigned to the
Registrant in connection with Rule 12g3-2(b): 82-______]
Enclosure:
A press release dated March 22, 2001 announcing the main resolutions to
be proposed at STMicroelectronics' Annual Shareholders' Meeting.
[STMICROELECTRONICS LOGO]
PRESS RELEASE COMMUNIQUE DE PRESSE COMMUNICATO STAMPA PRESSEINFORMATION
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PR No. C1003H
STMicroelectronics Announces Main Resolutions to be Proposed
at Annual Shareholders' Meeting
Geneva, March 22, 2001 - STMicroelectronics (NYSE: STM) today announced the
following main resolutions to be presented to shareholders for approval at the
Company's Annual General Meeting, which has been set for Wednesday, April 25,
2001, in Amsterdam.
These resolutions concern:
- - Distribution of a Cash Dividend
The Company will propose a resolution concerning the distribution of a cash
dividend of $0.04 per share, an increase of 33% over last year's cash dividend
payment, after adjustment for the 3-for-1 stock split effected on May 5, 2000.
The dividend would be payable on May 11, 2001, to shareholders of record on
April 27, 2001.
- - Appointment of Additional Supervisory Board Member
The Company will propose the addition of Mr. Doug Dunn to the supervisory board.
Mr. Dunn is the CEO of ASM Lithography. Prior to his position at ASM Lithography
Mr. Dunn was a Divisiona l Chairman at Royal Philips Electronics and from 1969
to 1980 Mr. Dunn held numerous positions at Motorola. Mr. Dunn is currently on
the boards of ASM Lithography and ARM Holdings PLC.
- - Creation of New Five-Year Management and Selected Employee Stock Option Plan
The Company will propose for approval a new five-year stock option plan for
directors, managers and selected employees, following the expiration of the
previous five-year Stock Option Plan. The total option plan will include up to
a maximum of 60 million ordinary shares. As of December 31 2000, the Company had
942.4 million shares outstanding.
All Proxy and pertinent shareholder materials will be made available by the end
of March on the Company Website at www.st.com.
[STMICROELECTRONICS LOGO]
About STMicroelectronics
STMicroelectronics (formerly SGS-THOMSON Microelectronics) is a global
independent semiconductor company, whose shares are traded on the New York Stock
Exchange, on the ParisBourse and on the Milan Stock Exchange. The Company
designs, develops, manufactures and markets a broad range of semiconductor
integrated circuits (ICs) and discrete devices used in a wide variety of
microelectronic applications, including telecommunications systems, computer
systems, consumer products, automotive products and industrial automation and
control systems. In 2000, the Company's net revenues were $7,813.2 million and
net earnings were $1,452.1 million. Further information on ST can be found at
www.st.com.
For further information, please contact:
STMicroelectronics Morgen-Walke Associates
Investor Relations Europe:
Benoit de Leusse Jean-Benoit Roquette/Nicole Curtin
Investor Relations Manager Europe Tel: +33.1.47.03.68.10
Tel: +33.4.50.40.24.30 Fax: +33.1.47.03.93.38
Fax: +33.4.50.40.25.80
Investor Relations USA:
Stanley March Michele Katz
Director of Investor Relations, USA Tel: +1.212.850.5600
Tel: +1.212.821.8939 Fax: +1.212.850.5778
Fax: +1.212.821.8923
Press Relations:
Maria Grazia Prestini Brian Maddox
Director, Corporate Press Relations Tel: +1.212.850.5600
Tel.: +33 4 50 40 25 32 Lorie Lichtlen
Fax: +33 4 50 40 25 40 Tel: +33.1.47.03.68.10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
STMicroelectronics N.V. has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: March 22, 2001 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
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Name: Pasquale Pistorio
Title: President and Chief
Executive Officer