SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 February 14, 2005
----------
STMicroelectronics N.V.
(Name of Registrant)
39, Chemin du Champ-des-Filles
1228 Plan-les-Ouates, Geneva, 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 if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes No X
--- ---
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- __________
Enclosure: A press release dated February 14, 2005 announcing the main
resolutions to be submitted for shareholders' approval at the Company's Annual
General Meeting, which will be held in Amsterdam on Friday, March 18, 2005.
[STMicroelectronics N.V. logo]
- --------------------------------------------------------------------------------
PRESS RELEASE
- --------------------------------------------------------------------------------
COMMUNIQUE DE PRESSE
- --------------------------------------------------------------------------------
COMUNICATO STAMPA
- --------------------------------------------------------------------------------
PRESSE INFORMATION
- --------------------------------------------------------------------------------
PR No. C1598C
STMicroelectronics Reports on Main Resolutions to be
proposed at Annual General Meeting of Shareholders
Geneva, February 14, 2005 - STMicroelectronics (NYSE: STM) has announced the
main resolutions to be submitted for shareholders' approval at the Company's
Annual General Meeting, which will be held in Amsterdam on Friday, March 18,
2005.
The main resolutions, proposed by the Supervisory Board, include:
o The appointment of Mr. Carlo Bozotti as the new sole member of the
Managing Board with the function of President and Chief Executive Officer
for a three-year term; and the endorsement by the Supervisory Board, upon
the proposal of Mr Carlo Bozotti, of the appointment of Mr Alain Dutheil
as Chief Operating Officer reporting to Mr Carlo Bozotti.
o The appointment as members of the Supervisory Board of Messrs Gerald
Arbola, Matteo del Fante, Tom de Waard, Didier Lombard, Bruno Steve and
Antonino Turicchi for a three-year term; and Messrs. Doug Dunn, Francis
Gavois and Robert White, for a one-year term.
o The appointment of PriceWaterhouseCoopers as the Company's auditors for a
new three-year term.
o The distribution of a cash dividend of US$0.12. If approved, the Company's
common shares would trade ex-dividend on the three stock exchanges on
which they are listed, on Monday May 23, 2005. For holders of shares
listed on Euronext Paris and the Milan Stock Exchange (Borsa Italiana),
Monday May 23, 2005 would also be the payment date. For holders of shares
listed on New York Stock Exchange, the record date would be Wednesday, May
25, 2005, and the payment date would be on or after Tuesday, May 31, 2005.
Transfers between New York and European (Dutch) registered shares would be
closed from the end of business in Europe on Friday, May 20, 2005, until
the open of business in New York on Thursday, May 26, 2005.
The complete Agenda and relevant detailed information concerning the
STMicroelectronics N.V. Annual General Meeting, as well as all related AGM
materials, will be available on the Company's website www.st.com beginning
February 17, 2005, and made available to shareholders in compliance with legal
requirements.
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 2004, the Company's net revenues were $8.76 billion and net
earnings were $601 million. Further information on ST can be found at
www.st.com.
For further information please contact:
Contacts presse : Relations avec les investisseurs :
STMicroelectronics STMicroelectronics
Maria Grazia Prestini Benoit de Leusse
Director, Corporate Media Relations Directeur, Relations avec les Investisseurs
Tel: +41 2 29 29 69 45 Tel:+.41.22.929.5812
Fax: +41 2 29 29 69 50 benoit.de-leusse@st.com
mariagrazia@st.com
Financial Dynamics LT Value
Elisa Kitson Nancy Levain
Tel:+33 1.47.03.68.13 Tel:+33 1 55 27 15 88
elisa.kitson@fd.com nancy.levain@ltvalue.com
SIGNATURES
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.
STMicroelectronics N.V.
Date: February 14, 2005 By: /s/ PASQUALE PISTORIO
------------------------------
Name: Pasquale Pistorio
Title: President and Chief Executive Officer
Enclosure: A press release dated February 14, 2005 announcing the main
resolutions to be submitted for shareholders' approval at the Company's Annual
General Meeting, which will be held in Amsterdam on Friday, March 18, 2005.