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 April 26, 2004 ______________ 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 --- --- 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 --- --- 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- __________ Enclosure: A press release dated April 23, 2004, announcing that all resolutions have been approved at the annual general meeting of shareholders of STMicroelectronics N.V. LOGO OMITTED PRESS RELEASE COMMUNIQUE DE PRESSE COMUNICATO STAMPA PRESSEINFORMATION PR No. C1453H All Resolutions Approved at Annual General Meeting of Shareholders of STMicroelectronics Amsterdam, April 23, 2004 - STMicroelectronics (NYSE: STM) announced that all of the proposed resolutions were approved at its Annual General Shareholders' Meeting held in Amsterdam today, including the distribution of the cash dividend of $0.12 per share representing a 50% increase over last year's dividend. Among the resolutions, the Annual General Shareholders' Meeting also endorsed the corporate governance charter proposed by the Supervisory Board. Furthermore, after the Annual General Shareholders' Meeting, the Supervisory Board, chaired by Bruno Steve, convened and agreed to the appointment of Gerald Arbola as Vice Chairman of the Supervisory Board. 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 2003, the Company's net revenues were $7.24 billion and net earnings were $253 million. Further information on ST can be found at www.st.com. For further information, please contact: Media Relations Investor Relations Maria Grazia Prestini Benoit de Leusse Fabrizio Rossini Director, Corporate Media Relations Director, Investor Relations Senior Manager, Investor Relations STMicroelectronics STMicroelectronics STMicroelectronics Tel: +41.22.929.6945 Tel: +41.22.929.5812 Tel: +41.22.929.6973 Lorie Lichtlen / Nelly Dimey Nancy Levain / Sandrine Richard Financial Dynamics LT Value Paris Tel: +33.1.47.03.68.10 Tel: +33.01.55.27.15.88 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: April 26, 2004 By: /s/ PASQUALE PISTORIO --------------------- Name: Pasquale Pistorio Title: President and Chief Executive Officer Enclosure: A press release dated April 23, 2004, announcing that all resolutions have been approved at the annual general meeting of shareholders of STMicroelectronics N.V.