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 30, 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 the pricing of the Senior Zero
Coupon Convertible Bond Offering.
LOGO OMITTED
PRESS RELEASE
PR No. C1337H
STMicroelectronics N.V. Announces Pricing of Senior Zero Coupon
Convertible Bond Offering
Geneva, July 29, 2003 - STMicroelectronics N.V. (NYSE: STM) tonight announced
that it has priced its offering of Senior Zero Coupon Convertible Bonds due 2013
(the "Bonds") in the international capital markets. ST has granted the managers
of the offering 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, gross
proceeds from the offering will be US$1.4 billion.
Summary Terms of the Bonds
The Bonds constitute direct, unsubordinated and unsecured obligations of ST,
carry a zero coupon and have been issued at a price of 100% and are redeemable
at maturity at 95.157% to produce a negative yield to maturity of 0.5% on a
semi-annual basis.
Unless previously converted or redeemed, the Bonds will mature on July 5, 2013.
The holder of each Bond is entitled to convert such Bond into common shares of
ST until maturity in 2013. The total amount of such shares corresponds to a
maximum of 41.9 million underlying common shares of ST. The conversion price has
been fixed at US$33.43 per common share, representing a premium of 55% above
ST's common share price at the time of pricing.
ST may redeem the Bonds at their decreted value, in whole or in part, at any
time from August 20, 2006, subject to ST's share price exceeding 130% of the
result 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 on
August 5, 2006 at 98.509%, August 5, 2008 at 97.528% and August 5, 2010 at
96.556%. The redemption prices are set in each case at the decreted value of the
issue price minus the accumulated negative yield.
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.
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Other Information
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.
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
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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:
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
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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 30, 2003 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
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Name: Pasquale Pistorio
Title: President and Chief
Executive Officer