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 July 29, 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 July 29, 2003 announcing StMicroelectronics N.V.'s plan to
offer senior zero coupon convertible bonds.
[LOGO]
PRESS RELEASE
COMMUNIQUE DE PRESSE
COMUNICATO STAMPA
PRESSE INFORMATION
C1336H
STMicroelectronics N.V. announces plans to offer
senior zero coupon convertible bonds
Geneva, July 29, 2003 - STMicroelectronics N.V. (NYSE: STM) today announced that
it intends to raise up to approximately US$1.2 billion through the issuance of
Senior Zero Coupon Convertible Bonds due 2013 (the "Bonds") in the international
capital markets.
ST currently intends to use the net proceeds of the Bond offering for the
repayment of amounts due under its existing Zero Coupon Senior Convertible Bonds
due 2010 (the "2010 Bonds"). The holders of the 2010 Bonds have the right to
require ST to redeem the 2010 Bonds at their accreted value on January 17, 2005.
If the holders of the 2010 Bonds exercised their rights in full ST would be
obligated to pay $1,211 million (in cash). ST may also use the net proceeds to
proceed with repurchases of its 2010 bonds in accordance with applicable laws,
regulations and stock exchange requirements. In the interim, ST expects to
invest the net proceeds in short-term, income-producing investments.
Summary terms of the Bonds
The Bonds will constitute direct, unsubordinated and unsecured obligations of
ST, will carry a zero coupon and will be subject to a decretion in the amount
due upon redemption or at maturity to produce a negative yield of minus 0.5% to
minus 1.00% on a semi-annual bond equivalent basis.
ST will grant the managers an option to increase the issue size by up to 15% for
a period of up to 30 days from settlement. Assuming full exercise of this
option, proceeds from the offering will be approximately US$1.4 billion.
The holder of each Bond will be entitled to convert such Bond into common shares
of ST until maturity in 2013. Based on the closing price of the common shares on
the New York Stock Exchange on July 28, 2003 of US$22.07, the total amount of
such shares will correspond to a maximum of 40.9 million underlying common
shares of
ST, including the increase option, subject to adjustment under the
terms of the Bonds. The conversion price is expected to be fixed at a premium of
approximately 55% above the prevailing market price of ordinary shares of ST
when the issue is priced.
Unless previously converted or redeemed, the Bonds will mature in July 2013. ST
may redeem the Bonds, in whole or in part, at their decreted value at any time
from August, 2006, subject to ST's share price on the NYSE exceeding 130% of the
then applicable conversion price (i.e. $1,000 divided by the then applicable
conversion rate). Investors may require ST to redeem the Bonds at their decreted
value in August, 2006, August, 2008 and August, 2010.
ST's indirect shareholders Areva and Finmeccanica have agreed to a lock-up of 30
days in connection with the Offering. The lock-up of Finmeccanica excludes
Finmeccanica's concurrent offering outside the United States of up to
approximately (euro)530 million (including an increase option) of bonds
exchangeable for ST shares announced today.
Application has been made to list the Bonds on the Luxembourg Stock Exchange. ST
intends to list the common shares underlying the Bonds on Euronext Paris.
Other information
This announcement does not constitute or form part of an offer to sell or
solicitation of an offer to purchase or subscribe for securities in the United
States or any other jurisdiction. The securities referred to herein have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "Securities Act"), and may not be offered or sold in the United
States or to or for the benefit of U.S. persons, 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 Bonds may not
and will not be offered or sold to the public in France except to qualified
investors (investisseurs qualifies) and/or to a limited group of investors
(cercle restreint d'investisseurs), in each case acting for their own account,
all as defined in, and in accordance with, Articles L 441-1 and L 441-2 of the
Code Monetaire et Financier and Decree no. 98-880 dated October 1, 1998.
This announcement does not constitute or form part of a public offer or
solicitation of a public offer to purchase or subscribe for securities in Italy.
Any offer, sale or delivery of the Bonds in the territory of the Republic of
Italy shall only be directed to professional investors ("Investitori
Qualificati"), as defined by Article 31, paragraph 2, of CONSOB Regulation no.
11522 of July 1, 1998, as amended. In no circumstance, shall the Bonds be
offered, sold or delivered to individuals located in Italy, even if they qualify
as professional investors, according to the definition referred above.
The offer of the Bonds to professional investors other than individuals in Italy
has been cleared by the Bank of Italy pursuant to Article 129 of the D.L.
385/1993. The offer shall be made in compliance with all other applicable
Italian laws and regulations.
Unless a prospectus in accordance with section 3 (2) (b) of the Netherlands 1995
Act on the supervision of the securities trade shall be available, the Bonds are
not and will not be offered anywhere in the world other than to persons who
trade or invest in securities in the conduct of their profession or trade (which
includes banks, securities intermediaries (including dealers and brokers),
insurance companies, pension funds, other institutional investors and commercial
enterprises which as an ancillary activity regularly invest in securities).
This communication is directed only at persons who (i) are outside the United
Kingdom or (ii) have professional experience matters relating to investments or
(iii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc.") of The Financial Services and
Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (all such persons
together being referred to as "relevant persons"). This communication must not
be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this communication relates is available only to
relevant persons and will be engaged in only with relevant persons.
The Bonds may not be offered or sold to the public in the Grand Duchy of
Luxembourg, directly or indirectly, and neither this announcement, nor the
private offering memorandum related to the Bonds nor any other circular,
prospectus, form of application, advertisement or other material may be
distributed, or otherwise made available in, or from or published in, the Grand
Duchy of Luxembourg, except in circumstances which do not constitute a public
offer of securities and except for the purposes of the listing of the Bonds on
the Luxembourg stock exchange.
Stabilisation - FSA/IPMA.
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
http://www.st.com.
For further information, please contact:
INVESTOR RELATIONS:
Stanley March Fabrizio Rossini Benoit de Leusse
Investor Relations Director Investor Relations Senior Manager Investor Relations Senior Manager
Tel: +1.212.821.89.39 Tel : +41.22.929.69.73 Tel : +41.22.929.58.12
Fax : +1.212.821.89.23 Fax : +41.22.929.69.61 Fax : +41.22.929.69.61
Email: stan.march@st.com Email: fabrizio.rossini@st.com Email:benoit.de leusse@st.com
Financial Dynamics
Jean-Benoit Roquette
Tel: 01.47.03.68.10
Jean-benoit.roquette@fd.com
MEDIA RELATIONS
Maria Grazia Prestini
Director, Corporate Press Relations
Tel: +41.2.29.29.69.45
Fax: +41.2.29.29.69.50
Email: mariagrazia.prestini@st.com
Michael Markowitz
Director, U.S. Media Relations
Tel: +1.212.821.8959
Fax: +1.212.821.8922
Email: mike.markowitz@st.com
Financial Dynamics
Lorie Lichtlen
Media Relations
Tel. +33.1.47.03.68.10
Lorie.lichtlen@fd.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: July 29, 2003 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
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Name: Pasquale Pistorio
Title: President and Chief
Executive Officer