-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JXYv1pBhH5245tfMcAl/WYy/TN5W7XRJXWsISqDzKoWwJZ9UufY6Svi7YUDfWcAa NPM5/BL7qd7k7FHyNuAApw== 0000950123-02-005633.txt : 20020524 0000950123-02-005633.hdr.sgml : 20020524 20020524082033 ACCESSION NUMBER: 0000950123-02-005633 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020524 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC CENTRAL INDEX KEY: 0001036960 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 043363001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15181 FILM NUMBER: 02661535 BUSINESS ADDRESS: STREET 1: 82 RUNNING HILL RD CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 BUSINESS PHONE: 2077758100 MAIL ADDRESS: STREET 1: 82 RUNNING HILL RD CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 FORMER COMPANY: FORMER CONFORMED NAME: FSC SEMICONDUCTOR CORP DATE OF NAME CHANGE: 19970424 8-K 1 y61064e8-k.txt FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2002 Fairchild Semiconductor International, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 001-15181 04-3363001 -------- -------------- ---------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 82 RUNNING HILL ROAD, SOUTH PORTLAND, MAINE 04106 (Address ---------------------------------------------------------- of principal executive offices, including zip code) (207) 775-8100 ---------------------------- (Registrant's telephone number) Item 5. OTHER EVENTS. ------------ On May 20, 2002, Fairchild Semiconductor International, Inc. announced that it and a selling stockholder would offer shares of Fairchild's Class A common stock in a public offering pursuant to a shelf Registration Statement on Form S-3 (Registration No. 333-84094) that the Company has filed with the Securities and Exchange Commission. An updated opinion of counsel as to the legality of the securities being registered is filed as Exhibit 5.1 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (a) Not applicable. (b) Not applicable. (c) EXHIBITS. The following exhibit is being filed herewith: -------- 5.1 Opinion of Gibson, Dunn & Crutcher LLP. -2- SIGNATURES ---------- 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 hereunto duly authorized. FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. Date: May 24, 2002 By: /s/ David A. Henry ------------------------------------ David A. Henry Vice President, Corporate Controller (Principal Accounting Officer and Duly Authorized Officer) -3- EX-5.1 3 y61064ex5-1.txt OPINION OF GIBSON, DUNN & CRUTCHER LLP. Exhibit 5.1 May 24, 2002 (212) 351-4000 C30814-00006 Fairchild Semiconductor International, Inc. 82 Running Hill Road South Portland, Maine 04106 Re: FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. ------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to Fairchild Semiconductor International, Inc., a Delaware corporation (the "COMPANY") in connection with the filing by the Company of a Registration Statement on Form S-3 (the "REGISTRATION STATEMENT"), including the Prospectus constituting a part thereof, with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the "ACT"), (i) the issuance and offering by the Company from time to time of up to 17,000,000 shares of the Company's Class A Common Stock, par value $0.01 per share, and (ii) the offering by a certain existing stockholder of the Company (the "SELLING STOCKHOLDER") of up to 7,150,000 shares of the Company Class A common stock, par value $0.01 per share. The shares covered by the Registration Statement to be offered and sold by the Company and the Selling Stockholder are collectively referred to as the "CLASS A STOCK". We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that: Fairchild Semiconductor International, Inc. May 24, 2002 Page 2 1. The shares of Class A Stock that are to be offered and sold from time to time by the Selling Stockholder have been validly issued, fully paid and non-assessable; and 2. When the price or prices and the other terms of sale thereof have been determined as so authorized by the Company's Board of Directors, and the underwriting agreement or similar agreement for the Class A Stock has been duly authorized, executed and delivered by the parties thereto, and the shares of Class A Stock that are to be offered and sold from time to time by the Company have been issued and paid for in the manner contemplated in the Registration Statement, the Prospectus and any applicable supplement to the Prospectus, the shares of Class A Stock that are to be offered and sold from time to time by the Company will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading "Legal Matters" contained in the prospectus that forms a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder. Very truly yours, /s/ Gibson, Dunn & Crutcher LLP -----END PRIVACY-ENHANCED MESSAGE-----