STMicroelectronics — Annual Report 2009

Mar 30, 2010

20-F/A 1 y03217xbe20vfza.htm 20-F/A e20vfza PAGEBREAK

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As filed with the Securities and Exchange Commission on March 30, 2010

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F/A (Amendment No. 1)

| o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
| --- | --- |
| | OR |
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
| | For the fiscal year ended December 31, 2009 |
| | OR |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
| | For the transition period from
to |
| o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
| | Date of event requiring this shell company report |

Commission file number: 1-13546 STMicroelectronics N.V. ( Exact name of registrant as specified in its charter )

Not Applicable	The Netherlands
( Translation of registrant’s	( Jurisdiction of incorporation
name into English )	or organization )

39, Chemin du Champ des Filles 1228 Plan-Les-Ouates Geneva Switzerland ( Address of principal executive offices ) Carlo Bozotti

39, Chemin du Champ des Filles 1228 Plan-Les-Ouates Geneva Switzerland Tel: +41 22 929 29 29 Fax: +41 22 929 29 88 ( Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person )

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Name of Each Exchange on Which Registered:
Common shares, nominal value €1.04 per share	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

878,333,566 common shares at December 31, 2009

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ
(Do not check if a smaller reporting company)

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP þ International Financial Reporting Standards as issued o Other o by the International Accounting Standards Board

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

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TABLE OF CONTENTS

SIGNATURES
EX-12.1
EX-12.2
EX-13.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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EXPLANATORY NOTE

This Form 20-F/A is being filed by STMicroelectronics N.V. (the “Company”) as Amendment No. 1 to its Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the Securities and Exchange Commission on March 10, 2009 (“2009 20-F”). The purpose of this Form 20-F/A is to amend the 2009 20-F to provide Interactive Data File disclosure. The Interactive Data File disclosure attached as Exhibit 101 to this Form 20-F/A is the first Interactive Data File the Company is required to submit in order to comply with Rule 405 of Regulation S-T.

Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update, or restate the information in any Item of the Company’s 2009 20-F.

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link2 "ITEM 19. EXHIBITS"

ITEM 19. EXHIBITS

| 1.1 | Amended and Related Articles of Associations of STMicroelectronics
N.V., dated May 20, 2009, as adopted by the annual general meeting of
Shareholders on May 20, 2009 (incorporated by reference to Form 20-F
of STMicroelectronics N.V. filed on March 10, 2010). |
| --- | --- |
| 4.1 | Sale and Contribution Agreement between STMicroelectronics N.V. and
NXP B.V. dated April 10, 2008 (incorporated by reference to Form 20-F
of STMicroelectronics N.V. filed on May 13, 2009). |
| 4.2 | Framework Agreement by and between STMicroelectronics N.V. and
Telefonaktiebolaget L.M. Ericsson dated August 19, 2008 (incorporated
by reference to Form 20-F of STMicroelectronics N.V. filed on May 13,
2009). |
| 8.1 | Subsidiaries and Equity Investments of the Company (incorporated by
reference to Form 20-F of STMicroelectronics N.V. filed on March 10,
2010). |
| 12.1 | Certification of Carlo Bozotti, President and Chief Executive Officer
of STMicroelectronics N.V., pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
| 12.2 | Certification of Carlo Ferro, Executive Vice President and Chief
Financial Officer of STMicroelectronics N.V., pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. |
| 13.1 | Certification of Carlo Bozotti, President and Chief Executive Officer
of STMicroelectronics N.V., and Carlo Ferro, Executive Vice President
and Chief Financial Officer of STMicroelectronics N.V., pursuant to
18 U.S.C. §1350, as adopted by Section 906 of the Sarbanes-Oxley Act
of 2002. |
| 15.1 | Consent of Independent Registered Public Accounting Firm
(incorporated by reference to Form 20-F of STMicroelectronics N.V.
filed on March 10, 2010). |
| 15.2 | Consent of Independent Registered Public Accounting Firm for Numonyx
Holdings B.V. (incorporated by reference to Form 20-F of
STMicroelectronics N.V. filed on March 10, 2010). |
| 101 | Interactive Data File |

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link1 "SIGNATURES"

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its Form 20-F for the year ended December 31, 2009 on its behalf.

/s/ Carlo Bozotti
Carlo Bozotti
President and Chief Executive Officer

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