e20vfza
As
filed with the Securities and Exchange Commission on March 30, 2010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F/A
(Amendment No. 1)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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OR |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2009 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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Date of event requiring this shell company report |
Commission file number: 1-13546
STMicroelectronics N.V.
(Exact name of registrant as specified in its charter)
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Not Applicable
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The Netherlands |
(Translation of registrants
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(Jurisdiction of incorporation |
name into English)
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or organization) |
39, Chemin du Champ des Filles
1228 Plan-Les-Ouates
Geneva
Switzerland
(Address of principal executive offices)
Carlo Bozotti
39, Chemin du Champ des Filles
1228 Plan-Les-Ouates
Geneva
Switzerland
Tel: +41 22 929 29 29
Fax: +41 22 929 29 88
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class:
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Name of Each Exchange on Which Registered: |
Common shares, nominal value 1.04 per share
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New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report:
878,333,566 common shares at December 31, 2009
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
Yes þ No o
If this report is an annual or transition report, indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days:
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ | |
Accelerated filer o | |
Non-accelerated filer o | |
Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:
U.S. GAAP þ International Financial Reporting Standards as issued o Other o
by the International Accounting Standards Board
If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
TABLE OF CONTENTS
EXPLANATORY NOTE
This Form 20-F/A is being filed by STMicroelectronics N.V. (the Company) as Amendment No. 1
to its Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the
Securities and Exchange Commission on March 10, 2009 (2009 20-F). The purpose of this Form 20-F/A
is to amend the 2009 20-F to provide Interactive Data File disclosure. The Interactive Data File
disclosure attached as Exhibit 101 to this Form 20-F/A is the first Interactive Data File the
Company is required to submit in order to comply with Rule 405 of Regulation S-T.
Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to,
amend, update, or restate the information in any Item of the Companys 2009 20-F.
ITEM 19. EXHIBITS
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1.1
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Amended and Related Articles of Associations of STMicroelectronics
N.V., dated May 20, 2009, as adopted by the annual general meeting of
Shareholders on May 20, 2009 (incorporated by reference to Form 20-F
of STMicroelectronics N.V. filed on March 10, 2010). |
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4.1
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Sale and Contribution Agreement between STMicroelectronics N.V. and
NXP B.V. dated April 10, 2008 (incorporated by reference to Form 20-F
of STMicroelectronics N.V. filed on May 13, 2009). |
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4.2
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Framework Agreement by and between STMicroelectronics N.V. and
Telefonaktiebolaget L.M. Ericsson dated August 19, 2008 (incorporated
by reference to Form 20-F of STMicroelectronics N.V. filed on May 13,
2009). |
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8.1
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Subsidiaries and Equity Investments of the Company (incorporated by
reference to Form 20-F of STMicroelectronics N.V. filed on March 10,
2010). |
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12.1
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Certification of Carlo Bozotti, President and Chief Executive Officer
of STMicroelectronics N.V., pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
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12.2
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Certification of Carlo Ferro, Executive Vice President and Chief
Financial Officer of STMicroelectronics N.V., pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. |
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13.1
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Certification of Carlo Bozotti, President and Chief Executive Officer
of STMicroelectronics N.V., and Carlo Ferro, Executive Vice President
and Chief Financial Officer of STMicroelectronics N.V., pursuant to
18 U.S.C. §1350, as adopted by Section 906 of the Sarbanes-Oxley Act
of 2002. |
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15.1
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Consent of Independent Registered Public Accounting Firm
(incorporated by reference to Form 20-F of STMicroelectronics N.V.
filed on March 10, 2010). |
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15.2
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Consent of Independent Registered Public Accounting Firm for Numonyx
Holdings B.V. (incorporated by reference to Form 20-F of
STMicroelectronics N.V. filed on March 10, 2010). |
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101
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Interactive Data File |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F
and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its Form
20-F for the year ended December 31, 2009 on its behalf.
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STMICROELECTRONICS N.V.
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Date: March 30, 2010 |
By: |
/s/ Carlo Bozotti
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Carlo Bozotti |
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President and Chief Executive Officer |
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exv12w1
Exhibit 12.1
CERTIFICATION
I, Carlo Bozotti, certify that:
1. I have reviewed this Amendment No. 1 to the annual report on Form 20-F of
STMicroelectronics N.V.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the company as of, and for, the periods presented in this report;
4. The companys other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the company and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the company, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the companys disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed in this report any change in the companys internal control over financial
reporting that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the companys internal control over
financial reporting; and
5. The companys other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the companys auditors and the audit
committee of the companys board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the companys ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the companys internal control over financial reporting.
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Date: March 30, 2010 |
By: |
/s/ Carlo Bozotti
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Carlo Bozotti |
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President and Chief Executive Officer |
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exv12w2
Exhibit 12.2
CERTIFICATION
I, Carlo Ferro, certify that:
1. I have reviewed this Amendment No. 1 to the annual report on Form 20-F of
STMicroelectronics N.V.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the company as of, and for, the periods presented in this report;
4. The companys other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the company and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the company, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the companys disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed in this report any change in the companys internal control over financial
reporting that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the companys internal control over
financial reporting; and
5. The companys other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the companys auditors and the audit
committee of the companys board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the companys ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the companys internal control over financial reporting.
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Date: March 30, 2010 |
By: |
/s/ Carlo Ferro
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Carlo Ferro |
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Executive Vice President and Chief Financial
Officer |
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exv13w1
Exhibit 13.1
CERTIFICATION OF CARLO BOZOTTI, PRESIDENT AND CHIEF EXECUTIVE OFFICER
OF STMICROELECTRONICS N.V. AND CARLO FERRO, EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER OF STMICROELECTRONICS N.V.,
PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 1 to the annual report of STMicroelectronics N.V. (the
Company) on Form 20-F for the period ending December 31, 2009, as filed with the Securities and
Exchange Commission on the date hereof (the Report), the undersigned hereby certify that to the
best of our knowledge:
1. The Report fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
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Date: March 30, 2010 |
By: |
/s/ Carlo Bozotti
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Carlo Bozotti |
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President and Chief Executive Officer |
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Date: March 30, 2010 |
By: |
/s/ Carlo Ferro
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Carlo Ferro |
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Executive Vice President and Chief Financial Officer |
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