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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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STMicroelectronics N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
39, Champ du Chemin des Filles
1228 Plan-Les-Ouates
Geneva, Switzerland
(Address of Registrant's principal executive offices)
2001 STOCK OPTION PLAN
STOCK OPTION PLAN FOR SUPERVISORY BOARD MEMBERS AND
PROFESSIONALS OF THE SUPERVISORY BOARD
(Full title of the plans)
Richard Pieranunzi
STMicroelectronics Inc.
1310 Electronics Drive
Carrollton, TX 75006-5039
(972) 466-6000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Security Aggregate Offering Price Registration Fee
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Common Shares, nominal value 30,892,500 (1) $27.55 $851,127,000.80 $68,856.18 (2)
(euro) 1.04 per share
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(1) Includes 30,000,000 Common Shares under our 2001 Stock Option Plan (the
"Option Plan") and 892,500 Common Shares under our Stock Option Plan
for Supervisory Board Members and Professionals of the Supervisory
Board (the "Supervisory Board Plan"). Pursuant to Rule 416(c) under the
Securities Act of 1933 (the "Securities Act") there is also being
registered such number of additional shares that may become available
for purchase pursuant to the Option Plan and the Supervisory Board Plan
in the event of certain changes in the outstanding Common Shares,
including reorganizations, mergers, recapitalizations, restructurings,
stock dividends, stock splits, reverse stock splits and
reclassifications.
(2) The filing fee is calculated as follows: (i) as to 30,000,000 Common
Shares under the Option Plan subject to previously awarded stock
options (net of cancellations) and 240,000 Common Shares under the
Supervisory Board Plan subject to previously awarded stock options (net
of cancellations), based on the weighted per share exercise price of
such stock options; and (ii) as to 652,500 Common Shares under the
Supervisory Board Plan available for future awards of stock options,
estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and 457(c) under the Securities Act, based upon
the average of the high and low prices for the Common Shares reported
on the New York Stock Exchange on October 1, 2003.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Item 1 and Item 2 of Part I of Form
S-8 is omitted from this filing in accordance with Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act"), and the introductory note to
Part I of Form S-8. The documents containing the information specified in Part I
will be delivered to the participants in the plan covered by this Registration
Statement as required by Rule 428(b)(1).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We incorporate by reference our Annual Report on Form 20-F for the
fiscal year ended December 31, 2002 (File No. 1-13546) (our "Annual Report"),
filed on March 14, 2003 with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), our Reports on Form 6-K dated May 15 and July 31, 2003, and the
description of our Common Shares contained in Item 10 of our Annual Report.
All documents that we subsequently file with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and are a part thereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which is incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Our articles of association provide that we shall indemnify any
member of the supervisory board or managing board and our officers and agents
against all expenses and liabilities resulting from (i) any civil of
administrative action, suit or proceeding, provided that the actions on the part
of the person were made in good faith and in a manner reasonably believed to be
in or not opposed to our best interests, (ii) any criminal action or proceeding,
if such person had no reasonable cause to believe his or her conduct was
unlawful or out of his or her mandate and the actions on the part of such person
were in good faith and in a manner reasonably believed to be in, or not opposed
to our best interests and (iii) any action or proceeding by or in the right of
STMicroelectronics N.V. to procure a judgment in our favor, if such person acted
in good faith and in a manner reasonably believed to be in or not opposed to our
best interests and except that no indemnification shall be made if such person
is adjudged to be liable for gross negligence or willful misconduct in the
performance of his or her duty to STMicroelectronics N.V., unless and to the
extent that a court determines that such person is fairly and reasonably
entitled to indemnification. Unless ordered by a court, such indemnification
shall only be made upon a determination by the supervisory board or a general
meeting of shareholders or in certain instances by independent legal counsel in
a written legal opinion that indemnification is proper under the circumstances
because such person has satisfied the applicable standard of conduct. We may
also purchase and maintain insurance policies under which such individuals would
be insured against liabilities resulting from their conduct when acting in their
capacities on our behalf.
In addition, Article 25.2.c of our articles of association
provides that our general meeting of shareholders shall deal with, inter alia,
the "granting of discharge to the members of the Managing Board for their
management during the past financial year and the members of the Supervisory
Board for their supervision of such management." Under Dutch law, the adoption
of the annual accounts and the discharge from liability shall be dealt with in
two separate items of the ordinary general meeting of shareholders' agenda and
two separate resolutions. Under Dutch law, this discharge is not absolute and
would not be effective as to any matters not disclosed to the shareholders.
Any of our past, present or future directors or officers and the
current members of supervisory board are covered pursuant to the terms,
conditions and limits provided by an insurance policy indemnifying against
certain liabilities, including certain liabilities arising under the Securities
Act, that might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Document
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4.1 Articles of Association of STMicroelectronics N.V.
(English translation) (incorporated by reference to the
Annual Report on Form 20-F for the year ended December
31, 2001 (File No. 1-13546), filed with the Commission
on May 24, 2002).
4.2 STMicroelectronics N.V. 2001 Stock Option Plan.
4.3 STMicroelectronics N.V. Stock Option Plan for
Supervisory Board Members and Professionals of the
Supervisory Board (incorporated by reference to the
Annual Report on Form 20-F for the year ended December
31, 2002 (File No. 1-13546), filed with the Commission
on March 14, 2003).
5 Opinion of De Brauw Blackstone Westbroek as to the
validity of the Common Shares to be issued pursuant to
the STMicroelectronics N.V. 2001 Stock Option Plan and
the STMicroelectronics N.V. Stock Option Plan for
Supervisory Board Members and Professionals of the
Supervisory Board.
23.1 Consent of PricewaterhouseCoopers Accountants N.V.
23.2 Consent of De Brauw Blackstone Westbroek (included in
its opinion filed as Exhibit 5).
24 Power of Attorney (included in the signature page).
Item 9. Undertakings.
(a) We undertake:
(1) To file, during any period in which offers or sales are
being made of securities registered hereby, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in aggregate,
represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by us pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) We further undertake that, for purposes of determining any
liability under the Securities Act, each filing of our annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
for our payment of expenses incurred or paid by one of our directors, officers
or controlling persons in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, then, unless in the opinion of
our counsel the matter has been settled by controlling precedent, we will submit
to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act,
STMicroelectronics N.V. certifies that is has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Geneva, Switzerland on October __, 2003.
STMICROELECTRONICS N.V.
By: /s/ Pasquale Pistorio
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Name: Pasquale Pistorio
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Pasquale Pistorio and Carlo Ferro, either of whom may act without the joinder of
the other, as his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities to sign any and all further amendments (including
post-effective amendments) and supplements to this Registration Statement, or
any abbreviated Registration Statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
indicated capacities on October ___, 2003.
Name and Signature Title
------------------ -----
/s/ Pasquale Pistorio President and Chief Executive Officer
------------------------------ (Principal Executive Officer)
Pasquale Pistorio
/s/ Carlo Ferro Corporate Vice President, Chief Financial
------------------------------ Officer (Principal Financial and Accounting
Carlo Ferro Officer)
/s/ Bruno Steve Chairman of the Supervisory Board
------------------------------
Bruno Steve
/s/ Tom de Waard Member of the Supervisory Board
------------------------------
Tom de Waard
/s/ Remy Dullieux Member of the Supervisory Board
------------------------------
Remy Dullieux
/s/ Douglas Dunn Member of the Supervisory Board
------------------------------
Douglas Dunn
Name and Signature Title
------------------ -----
/s/ Riccardo Gallo Member of the Supervisory Board
------------------------------
Riccardo Gallo
/s/ Francis Gavois Member of the Supervisory Board
------------------------------
Francis Gavois
/s/ Alessandro Ovi Member of the Supervisory Board
------------------------------
Alessandro Ovi
/s/ Robert M. White Member of the Supervisory Board
------------------------------
Robert M. White
Authorized Representative in the United States:
/s/ Richard Peranunzi
------------------------------
Richard Pieranunzi
EXHIBIT INDEX
Exhibit No. Description of Document
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4.1 Articles of Association of STMicroelectronics N.V.
(English translation) (incorporated by reference to the
Annual Report on Form 20-F for the year ended December
31, 2001 (File No. 1-13546), filed with the Commission
on May 24, 2002).
4.2 STMicroelectronics N.V. 2001 Stock Option Plan.
4.3 STMicroelectronics N.V. Stock Option Plan for
Supervisory Board Members and Professionals of the
Supervisory Board (incorporated by reference to the
Annual Report on Form 20-F for the year ended December
31, 2002 (File No. 1-13546), filed with the Commission
on March 14, 2003).
5 Opinion of De Brauw Blackstone Westbroek as to the
validity of the Common Shares to be issued pursuant to
the STMicroelectronics N.V. 2001 Stock Option Plan and
the STMicroelectronics N.V. Stock Option Plan for
Supervisory Board Members and Professionals of the
Supervisory Board.
23.1 Consent of PricewaterhouseCoopers Accountants N.V.
23.2 Consent of De Brauw Blackstone Westbroek (included in
its opinion filed as Exhibit 5).
24 Power of Attorney (included in the signature page).