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 2002
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-______]
Enclosures:
(i) The Agenda for STMicroelectronics' March 27, 2002 Annual General Meeting
of Shareholders;
(ii) Proposed Resolutions for the Annual General Meeting of Shareholders, and
(iii) Proxy Appointment and Voting Instruction Card.
AGENDA
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Annual General Meeting of Shareholders
of STMicroelectronics N.V., established in Amsterdam, the Netherlands
to be held on March 27, 2002 at 11:00 a.m.
at Hotel The Grand, Oudezijds Voorburgwal 197, Amsterdam, the Netherlands
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1. Call to order and opening.
2. Report of the Managing Board on the 2001 financial year.
3. Report of the Supervisory Board on the 2001 financial year.
4. a. Adoption of the annual accounts for the 2001 financial year;
b. Allocation of profits; and
c. Discharge of the members of the Managing Board and of the
Supervisory Board.
5. Reappointment of the sole member of the Managing Board.
6. Reappointment of the members of the Supervisory Board.
7. Reappointment of the Auditors.
8. Amendment of the Articles of Association.
a. Modification of Art. 4.5 with respect to quorum requirements in
the event of limitation or exclusion of pre-emptive rights on
issuance of new shares;
b. Modification of Art. 20.2 concerning delegation of certain powers
by the Supervisory Board to committees made up of Supervisory
Board members;
c. Other amendments of an administrative or clerical nature to
clarify and update the articles in line with Dutch law; and
d. Authorization to De Brauw Blackstone Westbroek N.V. to execute
the deed of amendment.
9. Compensation of the members of the Supervisory Board and approval of
the new Stock Option Plan for members and professionals of the
Supervisory Board.
10. Delegation to the Supervisory Board for five years to issue new common
or preference shares and to limit or exclude existing shareholders'
pre-emptive rights.
11. Information on the modification of the option agreement concerning the
reduction from 33% to 30% of the threshold required for the exercise
of the option on preference shares.
12. Question time.
13. Close.
Copies of the annual accounts, the report of the Supervisory Board, the report
of the Managing Board and other information included pursuant to law, the draft
deed of amendment of the articles of association (as well as an unofficial
English translation thereof), the proposed resolutions and the personal data of
the proposed member of the Managing Board and the proposed members of the
Supervisory Board as referred to in Section 2:142,
a
subsection 3 of the Dutch Civil Code will be deposited for inspection by the
shareholders and other persons entitled to attend the meeting at the offices of
the Company in Amsterdam (Strawinskylaan 1725, 17th floor, 1077 XX Amsterdam,
the Netherlands), at the offices of Netherlands Management Company B.V.
(Locatellikade 1, 1076 AZ Amsterdam, the Netherlands), at the offices of Credit
Agricole Indosuez (Service Financier, 9, quai du President Paul-Doumer, 92920 La
Defence Cedex), at the offices of the Company in New York (Corporate Information
Office, 780 Third Avenue, 9th Floor, New York, New York 10017, United States of
America) and at the offices of Banca Commerciale Italiana S.p.A. (Centro
Amministrativo Elettronico, Via Langhirano 1, CAP 43100 Parma, Italy) as of
March 5, 2002 up to and including the date of the meeting. The documents are
also available on the Company's internet site [www.st.com].
Proposed resolutions
for the Annual General Meeting of Shareholders of STMicroelectronics N.V.
to be held on March 27, 2002 in Amsterdam
Agenda item 4 - Resolution 1
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a. The Supervisory Board proposes to adopt the annual accounts for the
financial year 2001, as drawn up by the Managing Board, examined and
audited by the auditors PricewaterhouseCoopers N.V.
b. The Supervisory Board proposes - following the proposal of the Managing
Board - to distribute a dividend in cash of US$ 0.04 per share.
c. The Supervisory Board proposes to discharge the Managing Board for its
management and the Supervisory Board for its supervision during the
financial year 2001.
Agenda item 5 - Resolution 2
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The Supervisory Board proposes to reappoint Mr Pasquale Pistorio effective as of
March 27, 2002 and with the term of office expiring at the end of the Annual
General Meeting of Shareholders to be held in the year 2005.
Agenda item 6 - Resolution 4
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The Supervisory Board proposes to reappoint each of the present members of the
Supervisory Board (being Messrs Bruno Steve, Remy Dullieux, Jean Pierre Noblanc,
Alessandro Ovi, Robert Marshall White, Riccardo Gallo, Tom de Waard, Francis
Gavois and Douglas John Dunn) effective as of March 27, 2002 and with the term
of office expiring at the end of the Annual General Meeting of Shareholders to
be held in the year 2005.
Agenda item 7 - Resolution 3
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The Supervisory Board proposes to reappoint PricewaterhouseCoopers N.V. as the
auditors of the Company effective as of March 27, 2002 and with the term of
office expiring at the end of the Annual General Meeting of Shareholders to be
held in the year 2005.
a
Agenda item 8 - Resolution 5
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The Supervisory Board proposes to amend the articles of association of the
Company in conformity with the draft notarial deed prepared by De Brauw
Blackstone Westbroek N.V., dated February 25, 2002 (Dutch wording) and to
authorise any and all lawyers practising with De Brauw Blackstone Westbroek N.V.
to apply to the Ministry of Justice for the required declaration of no-objection
with respect to the aforementioned draft deed of amendment of the articles of
association, to change such draft as may be necessary to obtain such declaration
as well as to execute the notarial deed of amendment. Following are proposed
amendments:
a. Modification of Art. 4.5 with respect to quorum requirements in
the event of limitation or exclusion of pre-emptive rights on
issuance of new shares;
b. Modification of Art. 20.2 concerning delegation of certain powers
by the Supervisory Board to committees made up of Supervisory
Board members;
c. Other amendments of an administrative or clerical nature to
clarify and update the articles in line with Dutch law; and
d. Authorization to De Brauw Blackstone Westbroek N.V. to execute
the deed of amendment.
Agenda item 9 - Resolution 6
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The Supervisory Board proposes: (i) to maintain the remuneration of each of the
President and the Vice President of the Supervisory Board at US$45,000 per
annum, to maintain the remuneration of each of the other Supervisory Board
members (except for the President of the Audit Committee) at US$30,000 per
annum, to increase the remuneration of the President of the Audit Committee with
US$10,000 to US$50,000 per annum, to increase the remuneration of each of the
members of the audit committee (except for the President of the Audit Committee)
with US$10,000 per annum, to increase the remuneration of each of the members of
the Compensation Committee with US$5,000 per annum and to maintain the
attendance fee per meeting of the Supervisory Board and of any Committee of the
Supervisory Board at US$2,000, with the understanding however that in case of
attendance of such a meeting by telephone or videoconference the attendance fee
per such meeting shall be US$500 and (ii) to approve the new 3 year Stock Option
Plan for members and professionals of the Supervisory Board, which will become
effective as per March 28, 2002 and pursuant to which each member of the
Supervisory Board can be granted 12,000 options per year and each professional
of the Supervisory Board can be granted 6,000 options per year, which options
can be exercised during a period of ten years and in respect of which the
exercise price shall be equal to the stock price at the date of grant.
2 a
Agenda item 10 - Resolution 7
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The Supervisory Board proposes to designate the Supervisory Board as the
corporate body authorised to resolve upon issuance of any number of ordinary
shares and/or preference shares as comprised in the authorised share capital,
upon the terms and conditions of an issuance of shares, upon limitation and/or
exclusion of pre-emptive rights of existing shareholders upon issuance of shares
and upon the granting of rights to subscribe for ordinary shares and/or
preference shares, all for a period of five years as of March 27, 2002.
3 a
DETACH PROXY CARD HERE
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|_| Mark, Sign, Date and Return |X|
the Proxy Card Promptly -
Using the Enclosed Envelope. Votes must be indicated
(x) in Black or Blue ink.
RESOLUTIONS FOR AGAINST FOR AGAINST FOR AGAINST
1. a. Adoption of the annual |_| |_| 4. Reappointment of the |_| |_| 6. Compensation of the |_| |_|
accounts for the 2001 Auditors. members of the
financial year Supervisory Board and
5. Amendment of the Articles of approval of the new
b. Allocation of profits; and |_| |_| Association. Stock Option Plan for
members and
c. Discharge of the members of |_| |_| a. Modification of Art. 4.5 |_| |_| professionals of the
the Managing Board and of the with respect to quorum Supervisory Board.
Supervisory Board. requirements in the event
of limitation or exclusion 7. Delegation to the |_| |_|
2. Reappointment of the sole member |_| |_| of pre-emptive rights on Supervisory Board for
of the Managing Board. issuance of new shares; five years to issue new
common or preference
3. Reappointment of the members of |_| |_| b. Modification of Art. 20.2 |_| |_| shares and to limit or
the Supervisory Board. concerning delegation of exclude existing
certain powers by the shareholders'
Supervisory Board to pre-emptive rights.
committees made up of
Supervisory Board members;
c. Other amendments of an |_| |_|
administrative or clerical
nature to clarify and
update the articles in
line with Dutch law; and
d. Authorization of De Brauw |_| |_|
Blackstone Westbroek N.V.
to execute the deed of
amendment.
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SCAN LINE
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The Voting Instruction must be signed by the
person in whose name the relevant receipt is
registered on the books of the Depositary. In
the case of a Corporation, the Voting
Instruction must be executed by a duly
authorized Officer or Attorney. In the case of
joint holders, the signature of any one will
suffice.
Date Share Owner sign here Co-Owner sign here
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STMicroelectronics N.V.
Proxy Appointment and Voting Instruction Card
(Must be presented at the meeting or received by mail prior to 12:00 pm
(eastern standard time) on March 25, 2002)
The undersigned registered holder of Shares of New York Registry (each
representing one Common Share of Euro 1.04 nominal amount of STMicroelectronics
N.V.), hereby appoints ______________________ or The Bank of New York, as New
York Transfer Agent and Registrar, through its agent, as the proxy of the
undersigned to attend and address the Annual General Meeting of Shareholders of
STMicroelectronics N.V. to be held in Amsterdam, The Netherlands, on March 27,
2002 and, in general, to exercise all rights the undersigned could exercise in
respect of such Common Shares if personally present thereat upon all matters
which may properly become before such Meeting and every adjournment thereof, and
instructs such proxy to endeavor, in so far as practicable, to vote or cause to
be voted on a poll (if a poll shall be taken) the Common Shares of
STMicroelectronics N.V. represented by Shares of New York Registry registered in
the name of the undersigned on the books of the New York Transfer Agent and
Registrar as of the close of business on February 25, 2002, at such Meeting in
respect of the resolutions specified on the reverse side hereof.
NOTE: Please direct your proxy how it is to vote by placing an X in the
appropriate box opposite the resolutions specified on the reverse side
hereof. If you do not fill in the blank provided above, then you will have
appointed The Bank of New York as your proxy.
STMicroelectronics N.V.
P.O. BOX 11473
NEW YORK, N.Y. 10203-0473
To change your address, please mark this box. |_|
To include any comments, please mark this box. |_|
Please complete and date this proxy on the reverse side and return it promptly
in the accompanying envelope.
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 1, 2002 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
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Name: Pasquale Pistorio
Title: President and Chief
Executive Officer