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.

                 -----------------------------------------------
                 (Translation of registrant's name into English)

           Route de Pre-Bois, ICC Bloc A, 1215 Geneva 15, Switzerland

           ----------------------------------------------------------
                    (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 March 4, 2002 announcing the main resolutions to be
presented for shareholders' approval at the Annual General Meeting of March 27,
2002 in Amsterdam.


PRESS RELEASE COMMUNIQUE DE PRESSE COMUNICATOSTAMPA PRESSEINFORMATION PR No. C1163H STMicroelectronics Reports on Main Resolutions to be Proposed at Annual Meeting Geneva, March 4, 2002 - STMicroelectronics (NYSE: STM) announced that the following main resolutions will be presented for shareholders' approval at the Company's Annual General Meeting, which will be held on Wednesday, March 27, 2002, in Amsterdam. These resolutions include: - Distribution of a Cash Dividend The Company will propose the distribution of a cash dividend of $0.04 per share, consistent with last year's cash dividend payment. The record and payment dates will be announced following the Annual General Meeting. - Reappointment of Mr. Pasquale Pistorio for a 3-year term as the Company's President and Chief Executive Officer. - Reappointment of current Supervisory Board Members for a 3-year term. - Renewal of Pricewaterhousecoopers' mandate as auditors for a 3-year term. All 3-year terms shall end on the date of the Annual General Meeting in 2005. All proxy and related shareholder materials will be made available by the morning of March 5, 2002, on the Company's website: www.st.com About STMicroelectronics STMicroelectronics, the world's third largest independent semiconductor company, is a global leader in developing and delivering semiconductor solutions across the spectrum of microelectronics applications. An unrivalled combination of silicon and system expertise, manufacturing strength, Intellectual Property (IP) portfolio and strategic partners positions the Company at the forefront of System-on-Chip (SoC) technology and its products play a key role in enabling today's convergence markets. The Company's shares are traded on the New York Stock Exchange, on Euronext Paris and on the Milan Stock Exchange. In 2001, the Company's net 1

revenues were $6.36 billion and net earnings were $257.1 million. Further information on ST can be found at www.st.com. For further information, please contact: STMicroelectronics Maria Grazia Prestini Benoit de Leusse Director, Corporate Media Relations Investor Relations Manager Europe Tel: +41.22.929.6945 Tel. +33.4.50.40.24.30 Fax: +41.22.929.6950 Fax +33.4.50.40.25.80 mariagrazia.prestini@st.com benoit.de-leusse@st.com Morgen-Walke Europe Lorie Lichtlen Jean-Benoit Roquette/Nicole Curtin Media Relations Investor Relations Tel. +33.1.47.03.68.10 Tel. +33.1.47.03.68.10 Fax +33.1.47.03.93.38 jbroquette@mweurope.com/ llichtlen@mweurope.com ncurtin@weurope.com 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: March 6, 2002 STMicroelectronics N.V. By: /s/ Pasquale Pistorio ---------------------------------- Name: Pasquale Pistorio Title: President and Chief Executive Officer