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 September 2, 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 September 1, 2003 announcing STMicroelectronics'
repurchase of a new portion of its Zero Coupon Senior Convertible Bonds.
[LOGO OMITTED]
PRESS RELEASE
COMMUNIQUE DE PRESSE
COMUNICATOSTAMPA
PRESSEINFORMATION
STMicroelectronics Announces it Repurchased A New Portion of its Zero
Coupon Senior Convertible Bonds due 2010 and it undertakes to
purchase outstanding Bonds on the market in France
Geneva, September 1, 2003 - STMicroelectronics (NYSE: STM) reported that it has
repurchased $354,884,000 of its Zero Coupon Senior Convertible Bonds due 2010
("2010 Bonds"), representing 16.54% of the total amount originally issued, for a
total amount of $278,158,079.
The 2010 Bonds were repurchased through financial intermediaries acting as
agents for ST in off-market transactions after the close of Euronext Paris on
August 29, 2003 for an average price of $783.80 per 2010 Bond. The repurchased
2010 Bonds will be cancelled in accordance with the terms of the Indenture
pursuant to which they were issued.
This represents the third repurchase of its 2010 Bonds effected by ST this year.
To date, ST has repurchased 46.49% of the total amount originally issued of its
2010 Bonds.
Following this third repurchase of ST's 2010 Bonds, ST is required to enter a
purchase order for outstanding 2010 Bonds on the market in France and outside
the United States.
Terms of the market purchases:
ST undertakes to purchase the 2010 Bonds on the market in France and outside the
United States at a purchase price of $783.80 equal to the average repurchase
price paid to 2010 Bond holders who sold 2010 Bonds in off-market transactions
completed on August 29, 2003.
Period during which ST undertakes to purchase the 2010 Bonds on the market in
France: from September 1st until September 5, 2003 inclusive.
ST's Zero Coupon Senior Convertible Bonds due 2010 are listed on Euronext Paris
(Premier Marche).
At the end of the period, ST will announce the total amount of 2010 Bonds
repurchased and the related pre-tax charge and expected impact on 2003 and 2004
interest expense.
Other information:
The distribution of this press release and the undertaking to purchase and the
execution of the transaction may, in certain jurisdictions, be restricted by
law. The purchase offer is not made to any person subject to such restrictions,
either directly or indirectly, and may not be accepted in any way from a
jurisdiction where the purchase offer would be subject to such restrictions.
Persons in possession of this press release should inform themselves of and
observe any such restrictions. Failure to comply with these restrictions may
constitute a violation of applicable securities laws. ST assumes no
responsibility for violation of any such restriction by any person.
United States
This press release may not be published, distributed or diffused in or into, and
securities may not be accepted for purchase in or from, the United States. This
press release is not an extension of any offer in the United States and is not
an offer to purchase or the solicitation of an offer to sell any securities in
the United States or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The undertaking to execute market purchases mentioned in this press release is
not being made, directly or indirectly, in or by use of the mails or any means
or instrumentality (including, without limitation, facsimile transmission, telex
or telephone) of interstate or foreign commerce of, or any facilities of a
national securities exchange of the United States and is not capable of
acceptance by any such use, means, instrumentality or facility of, or from
within, the United States. Accordingly, copies of this press release and any
related materials are not being and should not be mailed or otherwise
distributed or sent in or into the United States, and persons wishing to accept
the offer mentioned in this press release must not use United States mails or
any such means or instrumentality for any purpose directly or indirectly related
to the acceptance of the offer. In this press release, "United States" means the
United States of America, its territories and possessions, any state of the
United States of America and the District of Columbia.
United Kingdom
This communication is directed only at persons who (i) are outside the United
Kingdom, (ii) have professional experience in 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
activity to which this communication relates is available only to relevant
persons and will be engaged in only with relevant persons.
Italy
This announcement does not constitute or form part of an offer to purchase or a
solicitation of an offer to purchase ST's 2010 Bonds from 2010 Bond holders in
Italy, pursuant to the rules set forth by legislative decree 24 February 1998
and implementing regulations, as amended.
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
www.st.com.
For further information, please contact:
Media Relations Investor Relations
Maria Grazia Prestini Benoit de Leusse Fabrizio Rossini
Director, Corporate Media Relations Investor Relations Manager Investor Relations Manager
STMicroelectronics STMicroelectronics STMicroelectronics
Tel: +41.22.929.6945 Tel: +41.22.929.5812 Tel: +41.22.929.6973
Lorie Lichtlen / Nelly Dimey Jean-Benoit Roquette
Financial Dynamics Financial Dynamics
Paris Tel: +33.1.47.03.68.10 Paris Tel: +33.1.47.03.68.10
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: September 2, 2003 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
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Name: Pasquale Pistorio
Title: President and Chief
Executive Officer