6-K 1 f6k_032802.txt REPORT OF FOREIGN PRIVATE ISSUER 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 28, 2002 announcing the results of the Annual General Shareholders' Meeting. [STMicroelectronics Logo] PRESS RELEASE COMMUNIQUE DE PRESSE COMUNICATOSTAMPA PRESSEINFORMATION PR N(degree)C1177H STMicroelectronics Announces Results of Annual General Meeting Shareholders Approve all Proposed Resolutions GENEVA, March 28, 2002 - STMicroelectronics N.V. (NYSE: STM) announced today that all proposed resolutions were approved at its Annual General Shareholders' Meeting. The approved resolutions include: i- The re-appointment of the current Supervisory Board members -- Messrs Dullieux, Dunn, Gallo, Gavois, Noblanc, Ovi, Steve, de Waard and White -- for a three-year term. ii- The re-appointment of Mr. Pasquale Pistorio to a three-year term as the ST's President and Chief Executive Officer. iii- The re-appointment of PricewaterhouseCoopers as auditors for a three-year term. All three-year terms will expire on the date of the Annual General Meeting in 2005. iv- The distribution of a cash dividend of $0.04 per share, consistent with last year's cash dividend payment. Starting from April 22, 2002, STMicroelectronics shares will be quoted ex dividend on all markets on which they are listed (New York, Paris and Milan). For holders of shares listed on the NYSE, the record date for the distribution of dividends will be April 24, 2002, and payment date will be April 29, 2002 Following the Shareholders' Meeting, the Supervisory Board which also met on March 27, 2002 decided to appoint: Mr Bruno Steve as its Chairman Mr. Jean-Pierre Noblanc as its Vice Chairman 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, (IP) Intellectual Property 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 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: Maria Grazia Prestini Benoit de Leusse Director, Corporate Media Relations Investor Relations Manager Europe STMicroelectronics STMicroelectronics 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 Lorie Lichtlen Jean-Benoit Roquette/Nicole Curtin Media Relations Investor Relations Morgen-Walke Europe Morgen-Walke Europe 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 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 28, 2002 STMicroelectronics N.V. By: /s/ Pasquale Pistorio ---------------------------------- Name: Pasquale Pistorio Title: President and Chief Executive Officer