FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2002
STMicroelectronics N.V.
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(Translation of registrant's name into English)
Route de Pre-Bois, ICC Bloc A, 1215 Geneva 15, 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 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:
(i) Revised resolution 6 for the Annual General Meeting of Shareholders;
(ii) Proxy Appointment and Voting Instruction Card for the revised
resolution.
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Annual General Meeting of Shareholders
of STMicroelectronics N.V., established in Amsterdam, the Netherlands
to be held on March 27, 2002 at 11:00 a.m.
at Hotel The Grand, Oudezijds Voorburgwal 197, Amsterdam, the Netherlands
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Explanatory Note
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The Supervisory Board of STMicroelectronics N.V. clarified Resolution 6 to
reflect its decision to propose to the shareholders to remunerate the
Supervisory Board and members of all Supervisory Board Committees. Proxy
materials mailed to holders of New York shares on February 28, 2002 did not
include the clarified proposed resolution 6. Please complete the enclosed proxy
card indicating your vote with respect to Proposed Resolution 6 as clarified
below:
Agenda item 9 - Clarified Resolution 6
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The Supervisory Board proposes: (i) to maintain the remuneration of the
President and the Vice President of the Supervisory Board at US$45,000 per
annum, to maintain the remuneration of the President of the Audit Committee at
US$40,000 per annum, to maintain the remuneration of the other Supervisory Board
members at US$30,000 per annum, to propose for the members of the Audit
Committee a remuneration of US$10,000 per annum, to propose for the members of
the Compensation Committee a remuneration of US$5,000 per annum, to propose for
the members of the Strategic Committee a remuneration of US$5,000 per annum, to
limit to two the number of Committees in which one Supervisory Board member can
serve, to maintain the attendance fee per meeting of the Supervisory Board and
of any Committee of the Supervisory Board at US$2,000 with the understanding
however that in case of attendance of such a meeting by telephone or
videoconference the attendance fee per such meeting shall be US$500 and (ii) to
approve the new 3 year Stock Option Plan for members and professionals of the
Supervisory Board, which will become effective as per March 28, 2002 and
pursuant to which each member of the Supervisory Board can be granted 12,000
options per year and each professional of the Supervisory Board can be granted
6,000 options per year, which options can be exercised during a period of ten
years and in respect of which the exercise price shall be equal to the stock
price at the date of grant.
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DETACH PROXY CARD HERE
/_/ Mark, Sign, Date and Return /X/
the Proxy Card Promptly Votes must be indicated
Using the Enclosed Envelope. (x) in Black or Blue ink.
RESOLUTION FOR AGAINST
6. Compensation of the members of the
Supervisory Board and approval /_/ /_/
of the new Stock Option Plan for
members and professionals of the
Supervisory Board.
SCAN LINE
The Voting Instruction must be signed by the
person in whose name the relevant Receipt is
registered on the books of the Depositary. In
the case of a Corporation, the Voting
Instruction must be executed by a duly
authorized Officer or Attorney.
Date Share Owner sign here Co-Owner sign here
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STMicroelectronics N.V.
Proxy Appointment and Voting Instruction Card
(Must be presented at the meeting or received by mail prior
to 12:00 pm (eastern standard time) on March 25, 2002)
The undersigned registered holder of Shares of New York Registry (each
representing one Common Share of Euro 1.04 nominal amount of STMicroelectronics
N.V.), hereby appoints ________________________ or The Bank of New York, as New
York Transfer Agent and Registrar, through its agent, as the proxy of the
undersigned to attend and address the Annual General Meeting of Shareholders of
STMicroelectronics N.V. to be held in Amsterdam, The Netherlands, on March 27,
2002 and, in general, to exercise all rights the undersigned could exercise in
respect of such Common Shares if personally present thereat upon all matters
which may properly become before such Meeting and every adjournment thereof, and
instructs such proxy to endeavor, in so far as practicable, to vote or cause to
be voted on a poll (if a poll shall be taken) the Common Shares of
STMicroelectronics N.V. represented by Shares of New York Registry registered in
the name of the undersigned on the books of the New York Transfer Agent and
Registrar as of the close of business on February 25, 2002, at such Meeting in
respect of the resolutions specified on the reverse side hereof.
NOTE: Please direct your proxy how it is to vote by placing an X in the
appropriate box opposite the resolutions specified on the reverse side
hereof. If you do not fill in the blank provided above, then you will have
appointed The Bank of New York as your proxy.
STMicroelectronics N.V.
P.O. Box 11473
NEW YORK, N.Y. 10203-0473
To change your address, please mark this box. /_/
To include any comments, please mark this box. /_/
Please complete and date this proxy on the reverse side and return it
promptly in the accompanying envelope.
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: March 12, 2002 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
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Name: Pasquale Pistorio
Title: President and Chief
Executive Officer