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 December 2001
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
--- ---
[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 December 10, 2001 announcing STMicroelectronics
Holding II B.V.'s launch of a private placement of 60 million of the Company's
Common Shares on joint behalf of Finmeccanica and France Telecom, and France
Telecom's offering of notes exchangeable into between 22 million and 26 million
underlying STMicroelectronics N.V. Common Shares.
PAGE>
For Immediate Release
STMICROELECTRONICS AND FRANCE TELECOM ANNOUNCE THE LAUNCH OF PRIVATE PLACEMENT
OF 60 MILLION OF STMICROELECTRONICS N.V. COMMON SHARES ON JOINT BEHALF OF
FINMECCANICA AND FRANCE TELECOM
OFFERING BY FRANCE TELECOM OF NOTES EXCHANGEABLE INTO BETWEEN 22 MILLION AND
26 MILLION UNDERLYING STMICROELECTRONICS N.V. COMMON SHARES
Geneva, Switzerland; Paris, France. December 10, 2001 - STMicroelectronics N.V.
(the "Company") announced that its principal shareholder, STMicroelectronics
Holding II B.V., is launching a private placement with institutional investors
of 60 million of the Company's Common Shares (the "Share Offering"), on joint
behalf of Finmeccanica and France Telecom. STMicroelectronics Holding II B.V.
has granted to the Managers of the Share Offering an option for 30 days to
purchase an additional amount of up to 9 million shares solely to cover
over-allotments.
Concurrently with the Share Offering, France Telecom announced the offering of
between approximately EUR 1.1 billion to 1.5 billion of notes (the "Notes")
exchangeable into between 22 million and 26 million existing underlying common
shares of STMicroelectronics on or after January 2, 2004 (the "Notes Offering").
France Telecom has granted to the Managers of the Notes Offering an option until
the closing to purchase up to an additional 15% aggregate principal amount of
Notes.
STMicroelectronics Holding II B.V. and the other indirect shareholders have
agreed, subject to certain exceptions, not to sell any further shares of the
Company for a period of 180 days. The Company has agreed, subject to certain
exceptions, not to sell any further shares for a period of 90 days.
STMicroelectronics' principal shareholder is a wholly owned subsidiary of
STMicroelectronics Holding N.V. ("ST Holding"), which is indirectly owned 50% by
FT1CI (a company consisting of two French shareholders, Areva and France
Telecom), and 50% by Finmeccanica, the largest aerospace and defense company in
Italy.
In the context of the offering, the direct and indirect shareholders have agreed
to restructure their holdings with respect to the Company's Common Shares.
* * *
France Telecom Press Relations
Nilou du Castel
Head of Press Office
Tel: + 33 (0)1 44-44-93-93
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e-mail: nilou.ducastel@francetelecom.com
STMicroelectronics
Media Relations
Maria Grazia Prestini
Director, Corporate Media Relations
Tel: + 41 22 929 6945
E-mail: mariagrazia.prestini@st.com
Investor Relations
Benoit de Leusse
Investor Relations Manager Europe
Tel: +33 (0)4 50-40-24-30
E-mail: benoit.de-leusse@st.com
Investor Relations USA:
Stan March
Director of Investor Relations, USA
Tel: +1.212.821.8959
Fax: +1.212.821.8923
Media Relations USA:
Michael Markowitz
Director of US Media Relations
Tel: +1.212.821.8959
Fax: +1.212.821.8922
The securities referred to herein have not been and will not be registered under
the United States Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or pursuant to an applicable
exemption from the registration requirements of the Securities Act. No public
offering of securities is being made in the United States.
This announcement does not constitute or form part of an offer or solicitation
of an offer to purchase or subscribe for securities in France. The Common Shares
and the Notes may not be offered or sold in France except to qualified investors
acting for their own account, as those qualified investors are defined in
Article L. 411-2 of the Code monetaire et financier and Decree No. 98-880 dated
1 October 1998.
Neither the Common Shares of the Company offered by STMicroelectronics Holding
II B.V. nor the Notes have been, are or will be offered in the Netherlands or
elsewhere
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other than to persons who trade and invest in securities in the
conduct of their profession or trade.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OR SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN ITALY. EACH OF THE
MANAGERS HAS REPRESENTED THAT IT WILL NOT OFFER THE COMMON SHARES OR DISTRIBUTE
DOCUMENTS RELATING TO THIS OFFER IN ITALY EXCEPT TO PROFESSIONAL INVESTORS
(OPERATORI QUALIFICATI), AS DEFINED IN ARTICLE 31, SECOND PARAGRAPH OF CONSOB
REGULATION NO. 11522 OF 1 JULY, 1998. THE NOTES SHALL NOT BE OFFERED TO
INVESTORS IN ITALY.
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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: December 10, 2001 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
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Name: Pasquale Pistorio
Title: President and Chief
Executive Officer