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 June 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:
Notice to Shareholders dated June 15, 2001 -- Information based on
informal translation of notice published in the Bulletin Des Annonces Legales
Obligatoires.
STMICROELECTRONICS N.V.
ENGLISH TRANSLATION OF THE NOTICE
PUBLISHED IN THE BULLETIN DES
ANNONCES LEGALES OBLIGATORIES ON
JUNE 15, 2001.
NOTICE TO SHAREHOLDERS
Share offering reserved for employees of STMicroelectronics:
Number of shares offered-- 580,817 shares at a par value of Euro 1.04 each.
The subscription price will be Euro 36.81, which is an amount equal to 85% of
the lesser of the two following amounts (i) the closing share price of
STMicroelectronics N.V. on the New York Stock Exchange (NYSE) on the first day
of the subscription period, May 9, 2001; (ii) the closing share price of
STMicroelectronics N.V. on the New York Stock Exchange (NYSE) on the last day of
the subscription period, May 21, 2001, taking into consideration that the share
price of STMicroelectronics is expressed on the NYSE in US Dollars and will be
converted to Euros on the basis of the exchange rate between the two currencies
on the last day of the subscription period, May 21, 2001.
A final prospectus composed of a document de reference registered with the
Commission des operations de Bourse on October 24, 2000 under number R 00-525; a
preliminary offering which received from the Commission des Operations de Bourse
the visa number 01-483 on May 2, 2001; and a final offering which received from
the Commission des Operations de Bourse the visa number 01-779 on June 12, 2001,
is available to the public.
The Commission des Operations de Bourse calls the attention of the public to the
fact that:
- --STMicroelectronics N.V. is a company registered in the Netherlands, listed in
New York, Paris, and Milan. Having taken into account these specificities, the
applicable securities laws as to material public information and investor
protection as well as the obligations taken up by the company vis-a-vis the
stock authorities and market authorities are described in the document de
reference registered by the Commission des Operations de Bourse on October 24,
2000 under number R. 00-525.
- --The employee savings plan implemented by STMicroelectronics N.V. expects that
employees must, in compensation for the reduction of 15%, hold on to their
subscription or acquired shares for a period of 180 days. All employees who give
up their subscription or acquired shares before the holding date expires will
not be eligible to participate in the two subsequent phases of the subscription
or acquisition forecasted for the employee savings plan put in place by
STMicroelectronics N.V.
The purpose of this notice is to issue and list on the Premier Marche of the
Paris Bourse new shares each having a nominal value of Euro 1.04, described
above.
STMicroelectronics N.V.;
Pasquale Pistorio
sole executive director,
1
whose choice of residence is at the Company's administrative headquarters,
Technoparc du Pays de Gex, BP 112, 165, rue Edouard Branly, 01637 Saint-Genis
Pouilly Cedex, France
2
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: June 25, 2001 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
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Name: Pasquale Pistorio
Title: President and Chief
Executive Officer