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 April 2002
STMicroelectronics N.V.
-----------------------------------------------
(Translation of registrant's name into English)
Route de Pre-Bois, ICC Bloc A, 1215 Geneva 15, 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
--- ---
[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
--- ---
[If "Yes" is marked, indicate below the file number assigned to the
Registrant in connection with Rule 12g3-2(b): 82-______]
Enclosures:
(i) A press release dated April 15, 2002 announcing STMicroelectronics'
acquisition of Alcatel's Microelectronics activities; and
(ii) A press release dated April 15, 2002 annoucing that AMI Semiconductor Inc.
will purchase from STMicroelectronics the just acquired mixed-signal
business activities of Alcatel Microelectronics.
[STMicroelectronics Logo] [Alcatel Logo]
PRESS RELEASE PRESS RELEASE PRESS RELEASE PRESS RELEASE
================================================================================
PR No. C1201H
STMicroelectronics to acquire Alcatel's Microelectronics business
Alcatel and STMicroelectronics enter strategic partnership for
joint DSL chip-set development programs
Geneva and Paris, April 15, 2002 - STMicroelectronics (NYSE:STM) and Alcatel
(Paris: CGEP.PA and NYSE:ALA) today announced the signature of an agreement for
the acquisition of Alcatel's Microelectronics activities by STMicroelectronics.
As part of this cash transaction of Euro 390 million, the two companies intend
to enter into cooperation for the joint development of DSL chip-sets that will
also be made available to the open market. The new agreement also calls for
STMicroelectronics to become a preferred supplier of Alcatel, thus expanding
their long-standing strategic alliance.
Alcatel Microelectronics, headquartered in Belgium, is a leading player in the
design, manufacture and marketing of semiconductor components with a focus on
telecommunications, automotive and peripheral markets. In particular, it has
achieved a global top position in the growing market of DSL chip-sets used in
infrastructure and end-user equipment, providing high-speed internet access. In
2001, Alcatel Microelectronics registered revenues in the range of Euro 350
million.
Important know-how and a large number of experienced engineers will be added to
the current ST resources, significantly enhancing the overall ST capabilities to
compete in the telecommunication arena for wireline and wireless applications.
The addition of this know-how will allow ST to further enhance its technical
expertise and its already significant market offering in central office and mass
market DSL modems chipsets, enabling ST to become the worldwide leading supplier
of DSL semiconductor products.
Furthermore, the cooperation with Alcatel also complements the recent agreement
between the two companies for the development of GSM/GPRS chipsets for mobile
phones and other wireless connectivity applications.
"The addition of Alcatel's world class designers and know-how will further
increase ST's strength in DSL technologies. The expanded team will be
unparalleled in its ability to develop world leading solutions for affordable
mass broadband connectivity," said Aldo Romano, Corporate Vice President and
General Manager of ST's Telecommunication and Peripherals/Automotive Groups.
"This new agreement reinforces our long-standing strategic partnership with
Alcatel and will allow both companies to build on this solid relationship and
achieve a successful common
approach to key high-growth markets," said Alain Dutheil, Corporate Vice
President of Strategic Planning and Human Resources, STMicroelectronics.
For Alcatel, this transaction is a further step towards the focus on its core
competencies, the development and marketing of telecommunications networking
systems and services. As the global leader in DSL infrastructure solutions,
Alcatel will extend its cooperation with STMicroelectronics in the form of joint
DSL chip-set development programs. The target of these programs will be to
provide Alcatel with cutting edge DSL components to further enhance Alcatel's
leading position in the DSL equipment markets.
"Integrating Alcatel Microelectronics into STMicroelectronics and extending our
partnership with ST will create a strong win-win situation for both companies.
Alcatel, world-wide leader in the DSL market, will continue to expand its
product offering and breadth of DSL services to its wide customer base," said
Etienne Fouques, President of Alcatel's carrier networking activities. "This
transaction will ensure a high quality sourcing of essential components for our
growing DSL product portfolio."
The acquisition, which is set to close within two months, is subject to
regulatory approvals. Further terms of the agreement were not disclosed.
About Alcatel
Alcatel designs, develops and builds innovative and competitive communications
networks, enabling carriers, service providers and enterprises to deliver any
type of content, such as voice, data and multimedia, to any type of consumer,
anywhere in the world. Relying on its leading and comprehensive products and
solutions portfolio, stretching from end-to-end optical infrastructures, fixed
and mobile networks to broadband access, Alcatel's customers can focus on
optimizing their service offerings and revenue streams. With sales of EURO 25
billion in 2001 and 99,000 employees, Alcatel operates in more than 130
countries. For more information, visit Alcatel on the Internet:
http://www.alcatel.com
About STMicroelectronics
STMicroelectronics, the world's third largest independent semiconductor company,
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 2001, the
Company's net revenues were $6.36 billion and net earnings were $257.1 million.
Further information on ST can be found at www.st.com.
Alcatel Press Contacts
Klaus Wustrack Tel : +33 (0)1 40 76 11 56 klaus.wustrack@alcatel.fr
Aurelie Boutin Tel : +33 (0)1 40 76 11 79 aurelie.boutin@alcatel.fr
Investors Relations
Claire Pedini Tel : +33 (0)1 40 76 13 93 claire.pedini@alcatel.com
Laurent Geoffroy Tel : +33 (0)1 40 76 50 27 laurent.geoffroy@alcatel.com
Chris Welton Tel : +33 (0)1 40 76 13 30 chris.welton@alcatel.com
Pascal Bantegnie Tel : +33 (0)1 40 76 52 20 pascal.bantegnie@alcatel.com
Peter Campbell Tel : +1 972 519 4347 peter.campbell@usa.alcatel.com
STMicroelectronics' Contacts
Maria Grazia Prestini Benoit de Leusse
Director, Corporate Media Relations Investor Relations Manager Europe
STMicroelectronics STMicroelectronics
Tel. +41.22.929.6945 Tel. +33.4.50.40.24.30
Fax +41.22.929.6950 Fax +33.4.50.40.25.80
mariagrazia.prestini@st.com benoit.de-leusse@st.com
Lorie Lichtlen Jean-Benoit Roquette/Nicole Curtin
Media Relations Investor Relations
Morgen-Walke Europe Morgen-Walke Europe
Tel. +33.1.47.03.68.10 Tel. +33.1.47.03.68.10
Fax +33.1.47.03.93.38 jbroquette@mweurope.com/
llichtlen@mweurope.com ncurtin@weurope.com
[STMicroelectronics Logo] [AMI Logo]
PRESS RELEASE PRESS RELEASE PRESS RELEASE PRESS RELEASE
================================================================================
PR No. C1202H
AMI Semiconductor Acquires Alcatel Microelectronics'
Mixed-Signal Business from STMicroelectronics
Pocatello, Idaho, USA and Geneva, Switzerland - April 15, 2002 - AMI
Semiconductor Inc. (AMIS) and STMicroelectronics (NYSE:STM) today announced that
the two companies have signed an agreement whereby AMIS will purchase from
STMicroelectronics the just acquired mixed-signal business activities of Alcatel
Microelectronics.
The transaction will cover Alcatel Microelectronics' mixed-signal ASIC business
and development groups, including two Alcatel Microelectronics fabrication
facilities located in Oudenaarde, Belgium and the associated process
technologies. The deal will strengthen AMIS' leading position in the digital and
mixed-signal ASIC market for telecommunication, automotive, and industrial
applications. In connection with the transaction, STMicroelectronics and AMIS
have signed a supply agreement under which AMIS will provide certain
manufacturing services for STMicroelectronics.
The manufacturing facilities and process technology, some of which ST will
license to AMIS within the scope of the transaction, will extend AMIS' mixed
signal ASIC products to include high voltage, BiCMOS, and other analog
capabilities to serve a wider market and set of customer applications.
"The addition of this mixed-signal technology will enable us to achieve our goal
to provide a total ASIC solution to the automotive, industrial, medical, and
telecom markets," said Christine King, President and CEO of AMI Semiconductor.
"Our agreement with STMicroelectronics will enhance our ability to serve our
customers and strengthens our European and global presence. This transaction
will also add over $100 million in annual sales revenues as we continue the goal
of growing our company."
"We are pleased with this agreement with AMIS for its acquisition of the
mixed-signal ASIC business of Alcatel Microelectronics and its related
operations and facilities from ST, in conjunction with ST's agreement with
Alcatel. As a result, this means that each of the companies involved in this
transaction will have been able to reinforce their respective core businesses
and will be able to focus even more on their strategically important markets,"
said Alain Dutheil, Corporate Vice President of Strategic Planning and Human
Resources, STMicroelectronics.
The terms of the agreement were not disclosed. The purchase is subject to
regulatory approvals.
About AMI Semiconductor
AMI Semiconductor, Inc. designs, manufactures, markets, and sells
application-specific integrated circuits. Expert in digital and mixed-signal
technologies, AMIS is committed to providing customers with the lowest cost,
quickest time-to-market ASIC solution. The company provides a broad range of
industry-leading FPGA-to-ASIC and ASIC-to-ASIC conversion services and
state-of-the-art mixed-signal ASICs - all with unparalleled manufacturing
flexibility and dedication to customer service. AMI Semiconductor is based in
Pocatello, Idaho, and maintains a strong global presence through design and
sales operations in North America, Europe, and the Asia/Pacific region. Visit
the AMIS web site at www.amis.com.
About STMicroelectronics
STMicroelectronics, the world's third largest independent semiconductor company,
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 2001, the
Company's net revenues were $6.36 billion and net earnings were $257.1 million.
Further information on ST can be found at www.st.com.
AMI Semiconductor Forward Looking Statements
This press release contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future events.
These statements and all other statements that are not historical facts, are
subject to factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. The reader is
cautioned not to put undue reliance on these forward-looking statements, which
are not a guarantee of future performance and are subject to a number of
uncertainties and other factors.
For further information, please contact
At AMI Semiconductor
--------------------
Tamera Drake, AMI Semiconductor
+1 (208) 234-6890
Arlen Wittrock, AMI Semiconductor
+1 (208) 234-6012
At STMicroelectronics
---------------------
Maria Grazia Prestini Benoit de Leusse
Director, Corporate Media Relations Investor Relations Manager Europe
STMicroelectronics STMicroelectronics
Tel. +41.22.929.6945 Tel. +33.4.50.40.24.30
Fax +41.22.929.6950 Fax +33.4.50.40.25.80
mariagrazia.prestini@st.com benoit.de-leusse@st.com
Lorie Lichtlen Jean-Benoit Roquette/Nicole Curtin
Media Relations Investor Relations
Morgen-Walke Europe Morgen-Walke Europe
Tel. +33.1.47.03.68.10 Tel. +33.1.47.03.68.10
Fax +33.1.47.03.93.38 jbroquette@mweurope.com /
llichtlen@mweurope.com ncurtin@weurope.com
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: April 16, 2002 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
----------------------------------
Name: Pasquale Pistorio
Title: President and Chief
Executive Officer