6-K 1 a6k.txt REPORT OF FOREIGN PRIVATE ISSUER ================================================================================ 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 For the month of June 2007 Commission File Number: 000-16977 STOLT-NIELSEN S.A. ----------------------------------------------- (Translation of registrant's name into English) c/o Stolt-Nielsen Limited Aldwych House 71-91 Aldwych London WC2B 4HN ENGLAND ---------------------------------------- (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover 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)(1): [ ] 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): [ ] Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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-________ ================================================================================ In accordance with General Instruction B, item (iii), attached herewith as Exhibit 99.1 is a press release, dated June 14, 2007, announcing that, at its Annual General Meeting of shareholders, all nominated directors of Stolt-Nielsen S.A. ("SNSA") were elected and a final 2006 dividend of $0.50 per Common Share was approved to be payable on July 5, 2007 to shareholders of record as of June 20, 2007. The attached press release shall be deemed to be incorporated by reference into the prospectuses forming a part of SNSA's Registration Statements on Form S-8 (No. 033-28473, No. 333-06958, No. 333-11178 and No. 333-121315) and to be a part of such prospectuses from the date of the filing thereof. The attached press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words like "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "will," "should," "seek," and similar expressions. The forward-looking statements reflect SNSA's current views and assumptions and are subject to risks and uncertainties. The following factors, and others which are discussed in SNSA's public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from SNSA's forward-looking statements: the general economic conditions and competition in the markets and businesses in which SNSA operates; changes in the supply of and demand for parcel tanker, tank container and terminal capacity in the markets in which SNSA operates; changes in the supply of and demand for the products SNSA transport, particularly the bulk liquids, chemicals and other specialty liquids that form the majority of the products that SNSA transports; prevailing market rates for the transportation services that SNSA offers and the fish products that SNSA sells; changes in bunker fuel prices; the cost and feasibility of maintaining and replacing SNSA's older ships and building or purchasing new ships; uncertainties inherent in operating internationally; the outcome of legal proceedings; SNSA's relationship with significant customers; the outcome of discussions with customers concerning potential antitrust claims; the impact of negative publicity; environmental challenges and natural conditions facing SNSA's aquaculture business; the impact of laws and regulations; operating hazards, including marine disasters, spills or environmental damage; the conditions and factors that may influence the decision to issue future dividends; and the market for long-term debt. Many of these factors are beyond SNSA's ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements. Should one or more of these risks or uncertainties occur, or should management's assumptions or estimates prove incorrect, actual results and events may vary materially from those discussed in the forward-looking statements. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. STOLT-NIELSEN S.A. Date: June 14, 2007 By: /s/ Alan B. Winsor ------------------- Name: Alan B. Winsor Title: Attorney-in-Fact 3

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

For the month of June 2007

Commission file Number: 000-16977

Stolt-Nielsen S.A.

(Translation of registrant’s name into English)

c/o Stolt-Nielsen Limited

Aldwych House

71-91 Aldwych

London WC2B 4HN

ENGLAND

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

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): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with rule 12g3-2(b): 82-

In accordance with General Instruction B, item (iii), attached to this Form 6-K as Exhibit 99.1 is the Annual Report to Shareholders (the “Annual Report”) covering Stolt-Nielsen S.A.’s (“SNSA”) fiscal year ended November 30, 2006 in respect of SNSA and its subsidiaries on a consolidated basis.

The information furnished pursuant to this Form 6-K under “Financial Highlights” on page 1, “A Message from the Chairman” on pages 2–5, “Corporate Governance” on pages 6–10 and “Shareholder Information” on the inside back cover of the Annual Report shall be deemed to be incorporated by reference into the prospectuses forming a part of SNSA’s Registration Statements on Form S-8 (No. 33-28473, No. 333-06958, No. 333-11178 and No. 333-121315) and to be a part of such prospectuses from the date of the filing thereof.

The above materials contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words like “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “should,” “seek,” and similar expressions. The forward-looking statements reflect SNSA’s current views and assumptions and are subject to risks and uncertainties. The following factors, and others which are discussed in SNSA’s public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from SNSA’s forward-looking statements: the general economic conditions and competition in the markets and businesses in which SNSA operates; changes in the supply of and demand for parcel tanker, tank container and terminal capacity in the markets in which SNSA operates; changes in the supply of and demand for the products SNSA transport, particularly the bulk liquids, chemicals and other specialty liquids that form the majority of the products that SNSA transports; prevailing market rates for the transportation services that SNSA offers and the fish products that SNSA sells; changes in bunker fuel prices; the cost and feasibility of maintaining and replacing SNSA’s older ships and building or purchasing new ships; uncertainties inherent in operating internationally; the outcome of legal proceedings; SNSA’s relationship with significant customers; the outcome of discussions with customers concerning potential antitrust claims; the impact of negative publicity; environmental challenges and natural conditions facing SNSA’s aquaculture business; the impact of laws and regulations; operating hazards, including marine disasters, spills or environmental damage; the conditions and factors that may influence the decision to issue future dividends; and the market for long-term debt. Many of these factors are beyond SNSA’s ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements. Should one or more of these risks or uncertainties occur, or should management’s assumptions or estimates prove incorrect, actual results and events may vary materially from those discussed in the forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		STOLT-NIELSEN S.A.
Date: June 8, 2007	By:	/s/ Alan B. Winsor
		Name: Alan B. Winsor
		Title: Attorney-in-Fact

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