SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated September 8, 2003
STMicroelectronics N.V.
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(Translation of registrant's name into English)
39, Chemin du Champ-des-Filles,
1228 Plan-les-Ouates, Geneva, 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 if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):]
Yes No X
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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:
A press release dated September 8, 2003 announcing the results of
STMicroelectronics N.V.'s additional repurchases of its Zero Coupon Senior
Convertible Bonds due 2010.
ST
PRESS RELEASE
COMMUNIQUE DE PRESSE
COMUNICATOSTAMPA
PRESSEINFORMATION
PR No. 1345H
STMicroelectronics N.V. Announces Results of Additional Repurchases of its Zero
Coupon Senior Convertible Bonds due 2010
Geneva, September 8, 2003 - STMicroelectronics N.V. (NYSE: STM) announced that,
from September 1 through September 5, 2003, the Company repurchased an
additional $585,325,000 of its outstanding Zero Coupon Senior Convertible Bonds
due 2010 ("2010 Bonds") for a price of $783.80 per 2010 Bond (after taking into
account exchange rate fluctuations between the dollar-denominated base purchase
price and the euro-denominated price on Euronext Paris).
The repurchases occurred in both off-market transactions and pursuant to an
open purchase order on the French market and outside the United States. The open
purchase order on the French market and outside the United States expired
pursuant to its terms on Friday, September 5, 2003 at the close of the French
trading day.
The repurchased 2010 Bonds will be cancelled in accordance with the terms of the
Indenture pursuant to which they were issued.
To date, ST has repurchased $1,582,979,000 of its 2010 Bonds, representing
73.77% of the total amount issued, for a total amount paid of $1,232,559,449.
The repurchases completed in the 2003 third quarter are expected to result in a
charge of approximately $21.6 million in the quarter. The Company anticipates
that these latest Bond repurchases will reduce interest expense by an additional
$6.5 million in 2003. The Bond repurchases completed to date are expected to
reduce interest expense by about $20.3 million in 2004.
The Company may proceed with further repurchases of its 2010 Bonds in accordance
with applicable laws, regulations and stock exchange requirements.
Statements made in this press release that are not historical facts, including
statements regarding our estimates of charges and additional interest expense
are forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. These forward looking
statements are based on management's current expectations, views, beliefs and
assumptions as of the date of this release. Such statements
are subject to various risks and uncertainties, which may cause actual results
and performance of the Company's business to differ materially and adversely
from the forward-looking statements. Factors which may cause actual results or
performance to differ materially from the expectations of the Company or its
management include changes in interest rates and accounting treatment of
securities. A more detailed discussion of these factors and the other "Risk
Factors", which may from time to time materially and adversely affect the
Company, is contained in our Annual Report or Form 20-F of the year ended
December 31, 2002, which was filed with the SEC on March 14, 2003 (the "Form
20-F"), which may be updated from time-to-time. The Company's Risk Factors were
most recently updated from the Form 20-F in its report on Form 6-K as filed with
the SEC on August 1, 2003.
About STMicroelectronics
STMicroelectronics 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 2002, the Company's net revenues were $6.32 billion and net
earnings were $429.4 million. Further information on ST can be found at
www.st.com.
For further information, please contact:
Media Relations Investor Relations
Maria Grazia Prestini Benoit de Leusse Fabrizio Rossini
Director, Corporate Media Relations Investor Relations Manager Investor Relations Manager
STMicroelectronics STMicroelectronics STMicroelectronics
Tel: +41.22.929.6945 Tel: +41.22.929.5812 Tel: +41.22.929.6973
Lorie Lichtlen/Nelly Dimey Jean-Benoit Roquette
Financial Dynamics Financial Dynamics
Paris Tel: +33.1.47.03.68.10 Paris 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: September 8, 2003 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
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Name: Pasquale Pistorio
Title: President and Chief
Executive Officer