SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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 December 26, 2007
STMicroelectronics
N.V.
(Name
of
Registrant)
39,
Chemin du Champ-des-Filles
1228
Plan-les-Ouates, Geneva, 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
o
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
o
No
x
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
o
No
x
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with
Rule
12g3-2(b): 82- __________
Enclosure:
A
press
release dated December 26, 2007 announcing that STMicroelectronics, Intel,
and
Francisco Partners have agreed to extend the deadline for the closing of
Numonyx, the joint flash memory venture, to March 28, 2008 and that the parties
have received executed bank commitments for the financing of this joint
venture.
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PR
No. C2556C
STMicroelectronics
Updates Details
of
Launch of NOR-Flash Leader Numonyx
GENEVA,
Switzerland, December 26, 2007 —
STMicroelectronics
(NYSE:STM), announced today that Intel, Francisco Partners and ST have
agreed to
extend the deadline for the closing of Numonyx, the joint flash memory
venture,
to March 28, 2008. The three parties continue to work to satisfy the conditions
to closing for the transaction, and expect the closing to take place in
Q1 2008.
ST
also
announced that the parties have received executed bank commitments for
the
financing of Numonyx, following the significant turmoil in the debt capital
markets. The revised financing terms involve a senior loan of up to $650
million, and a $100 million committed revolving credit facility for Numonyx.
As
anticipated, at closing Francisco Partners will invest $150 million in
exchange
for a 6.3% shareholding. In exchange for its contribution of its flash
memory
business, ST will receive 48.6% of Numonyx’shares and $364 million through a
combination of cash (in the range from low double digits to $130 million)
and
long-term subordinated interest-bearing notes. In its Financial Statements
for
the fourth quarter of 2007, ST expects to recognize adjustments to its
previously estimated non-cash impairment loss, net of tax benefits, related
to
this transaction.
Based
on
the finalized financing structure, at
closing Numonyx is expected to have a similar level of net cash, with lower
indebtedness, than originally anticipated.
After
closing, Numonyx will be the industry’s largest supplier of NOR flash memory and
a leader in nonvolatile memory solutions with a substantial patent portfolio.
Intel, Francisco Partners and ST intend for Numonyx to hit the ground running,
with an energized and independent work force, substantial intellectual
property,
modern and well-equipped manufacturing facilities, and a broad and diverse
customer base.
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 2006, the
Company's net revenues were $9.85 billion and net earnings were $782 million.
Further information on ST can be found at www.st.com.
For
further information, please contact:
INVESTOR
RELATIONS:
Stanley
March
Group
Vice President, Investor Relations
Tel:
+1.212.821.89.39
Fax:
+1.212.821.89.23
stan.march@st.com
MEDIA
RELATIONS:
Maria
Grazia Prestini
Senior
Director, Corporate Media and Public Relations
STMicroelectronics
Tel:
+ 41
22 929 6945
mariagrazia.prestini@st.com
SIGNATURES
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.
STMicroelectronics
N.V.
Date: December
26, 2007
By:
/s/
Carlo
Ferro
Name:
Carlo
Ferro
Title:
Executive
Vice President and
Chief Financial Officer