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 April 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
                                     ---           ---

         [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
                                     ---      ---

         [If "Yes" is marked, indicate below the file number assigned to the
Registrant in connection with Rule 12g3-2(b): 82-______]

Enclosures:

         A press release dated April 25, 2001 announcing the approval of all the
proposed resolutions at the Annual General Shareholders' Meeting.

[Logo STMicroelectronics] ST Microelectronics announces Approval of Resolutions at Annual General Shareholders' Meeting GENEVA, April 25, 2001 - STMicroelectronics N.V. (NYSE: STM) is pleased to announce today, at the Annual General Shareholders' meeting, that all the proposed resolutions have been approved, including: i- The distribution of a cash dividend of $0.04 per share. The dividend will be payable on May 11, 2001 to shareholders of record on April 27, 2001. ii- The appointment 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 Divisional 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. About STMicroelectronics STMicroelectronics is the world's third largest independent semiconductor company. the Company shares are traded on the New York Stock Exchange, on Euronext Paris 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. Further information on ST can be found at www.st.com. For further information please contact: In the United States - Media Investors Stanley March Michael Markowitz Director of Investor Relations, USA Director of US Media Relations STMicroelectronics STMicroelectronics Tel: +1.212.821.8939 Tel: +1.212.821.8959 Fax: +1.212.821.8923 Fax: +1.212.821.8922 Michele Katz Brian Maddox Morgen Walke Asociates Morgan Walke Associates Tel: +1.212.850.5600 Tel: +1.212.850.5600 Fax: +1.212.850.5778 Fax: +1.212.850.5778 In Europe- Investors Media Benoit de Leusse Maria Grazia Prestini Investor Relations Manager Europe Director, Corporate Press Relations STMicroelectronics STMicroelectronics Tel: +33.4.50.40.24.30 Tel: +33 4 50 40 25 32 Fax: +33.4.50.40.25.80 Fax: +33 4 50 40 25 40 Jean-Benoit Roquette/Nicole Curtin Lorie Lichtlen Morgen Walke Europe Morgan Walke Europe Tel: +33.1.47.03.68.10 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: April 27, 2001 STMicroelectronics N.V. By: /s/ Pasquale Pistorio ---------------------------------- Name: Pasquale Pistorio Title: President and Chief Executive Officer