-----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, Q/AeKBQcZPS9q8UmPrHAtEdEz0PF1116miz9q0ttl3yv8aLyQPkqN00E61lHqJfz F5Np3Ny58rLsqEQv2rqgqA== 0000950123-99-007087.txt : 19990811 0000950123-99-007087.hdr.sgml : 19990811 ACCESSION NUMBER: 0000950123-99-007087 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990803 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: S-1/A SEC ACT: SEC FILE NUMBER: 333-78557 FILM NUMBER: 99677041 BUSINESS ADDRESS: STREET 1: 333 WESTERN AVENUE STREET 2: MAIL STOP 01 00 CITY: SOUTH PORTLAND STATE: MA ZIP: 04106 BUSINESS PHONE: 2077758100 MAIL ADDRESS: STREET 1: 333 WESTERN AVENUE STREET 2: MAIL STOP 01 00 CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 FORMER COMPANY: FORMER CONFORMED NAME: FSC SEMICONDUCTOR CORP DATE OF NAME CHANGE: 19970424 S-1/A 1 AMENDMENT #7 TO FORM S-1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 1999 REGISTRATION NO. 333-78557 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 3674 04-3363001 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
333 WESTERN AVENUE, MAIL STOP 01-00 SOUTH PORTLAND, MAINE 04106 (207) 775-8100 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------- DANIEL E. BOXER, ESQ. EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. 333 WESTERN AVENUE, MAIL STOP 01-00 SOUTH PORTLAND, MAINE 04106 (207) 775-8100 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------- WITH COPIES TO: NINA P. GRAYSON, ESQ. KRIS F. HEINZELMAN, ESQ. DECHERT PRICE & RHOADS CRAVATH, SWAINE & MOORE 30 ROCKEFELLER PLAZA WORLDWIDE PLAZA NEW YORK, NEW YORK 10112 825 EIGHTH AVENUE (212) 698-3500 NEW YORK, NEW YORK 10019 (212) 474-1000
------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] -------------. If this form is a post-effective amendment filed pursuant to Rule 462 (c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] -------------. If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] -------------. If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the below-named Registrant has duly caused this Amendment No. 7 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South Portland, State of Maine, on the 3rd day of August 1999. FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. By: /s/ DANIEL E. BOXER ----------------------------------------- Executive Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities at the above-named Registrant on August 3, 1999.
SIGNATURE TITLE --------- ----- * Chairman of the Board of Directors, - --------------------------------------------------- President and Chief Executive Officer Kirk P. Pond (principal executive officer) * Executive Vice President, Chief Financial - --------------------------------------------------- Officer and Director Joseph R. Martin (principal financial officer) * Vice President, Corporate Controller - --------------------------------------------------- (principal accounting officer) David A. Henry * Director - --------------------------------------------------- Brian L. Halla * Director - --------------------------------------------------- William N. Stout * Director - --------------------------------------------------- Richard M. Cashin, Jr. * Director - --------------------------------------------------- Paul C. Schorr IV * Director - --------------------------------------------------- Ronald W. Shelly *By: /s/ DANIEL E. BOXER --------------------------------------------- Daniel E. Boxer Attorney-in-fact
II-15 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE - ------- ----------- ---- 1.01 Form of Underwriting Agreement to be dated on or about August 3, 1999 among Fairchild International, National Semiconductor, Credit Suisse First Boston Corporation, Salomon Smith Barney Inc., BancBoston Roberson Stephens Inc. and Deutsche Bank Securities, Inc.+ 2.01 Agreement and Plan of Recapitalization dated January 24, 1997 between Sterling and National Semiconductor (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4 filed May 12, 1997 (File No. 333-26897)). 2.02 Asset Purchase Agreement dated as of March 11, 1997 between Fairchild Semiconductor and National Semiconductor (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4 filed May 12, 1997 (File No. 333-26897)). 2.03 Acquisition Agreement dated November 25, 1997 between Fairchild Semiconductor Corporation and Raytheon Company (incorporated by reference from Fairchild Semiconductor Corporation's Current Report on Form 8-K dated December 31, 1997, filed January 13, 1998). 2.04 Amendment No. 1 to Acquisition Agreement dated December 29, 1997 between Fairchild Semiconductor Corporation and Raytheon Company (incorporated by reference from Fairchild Semiconductor Corporation's Current Report on Form 8-K dated December 31, 1997, filed January 13, 1998). 2.05 Exhibit 3.14 to Acquisition Agreement dated December 29, 1997 between Fairchild Semiconductor Corporation and Raytheon Company (incorporated by reference from Fairchild Semiconductor Corporation's Current Report on Form 8-K dated December 31, 1997, filed January 13, 1998). 2.06 Business Transfer Agreement dated December 20, 1998 between Samsung Electronics and Fairchild Semiconductor Corporation (incorporated by reference from Fairchild Semiconductor Corporation's Current Report on Form 8-K dated April 13, 1999, filed April 27, 1999). 2.07 Closing Agreement dated April 13, 1999 among Samsung Electronics, Fairchild Korea Semiconductor Ltd. and Fairchild Semiconductor Corporation (incorporated by reference from Fairchild Semiconductor Corporation's Current Report on Form 8-K dated April 13, 1999, filed April 27, 1999). 3.01 Certificate of Incorporation of Fairchild International (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4 filed May 12, 1997 (File No. 333-26897)). 3.02 Bylaws of Fairchild International (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4 filed May 12, 1997 (File No. 333-26897)). 3.03 Certificate of Amendment to Certificate of Incorporation of Fairchild International (incorporated by reference from Fairchild International's Registration Statement on Form S-8 filed July 7, 1998 (File No. 333-58603)). 3.04 Certificate of Amendment of Certificate of Incorporation of Fairchild International.+ 3.05 Restated Certificate of Incorporation of Fairchild International.+
4
EXHIBIT NO. DESCRIPTION PAGE - ------- ----------- ---- 4.01 Indenture dated April 7, 1999 among Fairchild Semiconductor Corporation, Fairchild International, as Guarantor, Fairchild Semiconductor Corporation of California, as Guarantor, and the United States Trust Company of New York.+ 4.02 Form of 10 3/8% Senior Subordinated Notes Due 2007 (included in Exhibit 4.01). 4.03 Registration Rights Agreement dated March 30, 1999 among Fairchild Semiconductor Corporation, Fairchild International, as Guarantor, Fairchild Semiconductor Corporation of California, as Guarantor, Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc. and Fleet Securities, Inc.+ 4.04 Registration Rights Agreement dated March 11, 1997 among Fairchild International, Sterling, National Semiconductor and certain investors.+ 5.01 Opinion of Dechert Price & Rhoads.+ 10.01 Indenture dated as of March 11, 1997 among Fairchild Semiconductor Corporation, Fairchild International, as Guarantor and United States Trust Company of New York, as Trustee relating to Fairchild Semiconductor Corporation's 10 1/8% Senior Subordinated Notes (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4 filed May 12, 1997 (File No. 333-26897)). 10.02 Form of 10 1/8% Senior Subordinated Notes Due 2007 (included in Exhibit 10.01). 10.03 Technology Licensing and Transfer Agreement dated March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation (incorporated by reference from Amendment No. 3 to Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed July 9, 1997 (File No. 333-26897)). 10.04 Transition Services Agreement dated March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed May 12, 1997 (File No. 333-26897)). 10.05 Fairchild Foundry Services Agreement dated March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation (incorporated by reference from Amendment No. 3 to Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed July 9, 1997 (File No. 333-26897)). 10.06 Revenue Side Letter dated March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation (incorporated by reference from Amendment No. 3 to Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed July 9, 1997 (File No. 333-26897)). 10.07 Fairchild Assembly Services Agreement dated March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation (incorporated by reference from Amendment No. 3 to Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed July 9, 1997 (File No. 333-26897)). 10.08 National Foundry Services Agreement dated March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation (incorporated by reference from Amendment No. 3 to Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed July 9, 1997 (File No. 333-26897)).
5
EXHIBIT NO. DESCRIPTION PAGE - ------- ----------- ---- 10.09 National Assembly Services Agreement dated March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation (incorporated by reference from Amendment No. 3 to Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed July 9, 1997 (File No. 333-26897)). 10.10 Mil/Aero Wafer and Services Agreement dated March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation (incorporated by reference from Amendment No. 3 to Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed July 9, 1997 (File No. 333-26897)). 10.11 Shared Services Agreement (South Portland) dated March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation (incorporated by reference from Amendment No. 3 to Fairchild Semiconductor Corporation 's Registration Statement on Form S-4, filed July 9, 1997 (File No. 333-26897)). 10.12 Credit Agreement dated March 11, 1997 among Fairchild Semiconductor Corporation, Fairchild International, Various Banks, Bankers Trust Company, Credit Suisse First Boston Corporation and Canadian Imperial Bank of Commerce (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed May 12, 1997 (File No. 333-26897)). 10.13 Corporate Agreement dated February 20, 1992 between Torex Semiconductor Ltd. and National Semiconductor (incorporated by reference from Amendment No. 3 to Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed July 9, 1997 (File No. 333-26897)). 10.14 Assembly/Test Subcontract Agreement dated August 13, 1998 between NS Electronics Bangkok (1993) Ltd. and Fairchild Semiconductor Corporation (incorporated by reference from Fairchild Semiconductor Corporation's Annual Report on Form 10-K for the fiscal year ended May 31, 1998, filed August 27, 1998). 10.15 Supply Agreement dated January 20, 1996 between National Semiconductor and Dynacraft Industries Sdn. Bhd. (incorporated by reference from Amendment No. 3 to Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed July 9, 1997 (File No. 333-26897)). 10.16 Licensing and Manufacturing Agreement dated April 27, 1990 between National Semiconductor and Waferscale Integration, Inc. (incorporated by reference from Amendment No. 3 to Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed July 9, 1997 (File No. 333-26897)). 10.17 Qualified Titles Corresponding to Registry Title Nos. 19, 44 and 3400-Mk 12 from the State of Penang, Malaysia and corresponding Sale and Purchase Agreements, each dated March 11, 1997, between National Semiconductor Sdn. Bhd. and Fairchild Semiconductor Sdn. Bhd. (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed May 12, 1997 (File No. 333-26897)).
6
EXHIBIT NO. DESCRIPTION PAGE - ------- ----------- ---- 10.18 Lease Agreement dated October 10, 1979 between Export Processing Zone Authority and Fairchild Semiconductor (Hong Kong) Limited, and Supplemental Agreements thereto dated May 1, 1982; December 12, 1983; August 17, 1984; March 10, 1987; February 16, 1990; August 25, 1994; May 29, 1995; June 7, 1995; November 9, 1995; and October 24, 1996 (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed May 12, 1997 (File No. 333-26897)). 10.19 Lease for Santa Clara Facilities dated as of March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed May 12, 1997 (File No. 333-26897)). 10.20 Shared Facilities Agreement (South Portland) dated March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed May 12, 1997 (File No. 333-26897)). 10.21 Environmental Side Letter dated March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed May 12, 1997 (File No. 333-26897)). 10.22 Master Sublease Agreement dated March 11, 1997 between National Semiconductor and Fairchild Semiconductor Corporation and Master Lease Agreement dated December 13, 1994 between General Electric Capital Corporation and National Semiconductor (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed May 12, 1997 (File No. 333-26897)). 10.23 Fairchild NSC Deferred Compensation Plan Trust established effective March 11, 1997 (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed May 12, 1997 (File No. 333-26897)). 10.24 Fairchild NSC Deferred Compensation Plan assumed and continued, effective March 11, 1997 (included as Schedule A to Exhibit 10.23). 10.25 Fairchild Benefit Restoration Plan (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4 dated, filed May 12, 1997 (File No. 333-26897)). 10.26 Fairchild Incentive Plan (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed May 12, 1997 (File No. 333-26897)). 10.27 FSC Semiconductor Corporation Executive Officer Incentive Plan (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4 dated, filed May 12, 1997 (File No. 333-26897)). 10.28 FSC Semiconductor Corporation Stock Option Plan (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4, filed May 12, 1997 (File No. 333-26897)).
7
EXHIBIT NO. DESCRIPTION PAGE - ------- ----------- ---- 10.29 Employment Agreement dated March 11, 1997 among Fairchild Semiconductor Corporation, Fairchild International, Sterling and Kirk P. Pond (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4 dated, filed May 12, 1997 (File No. 333-26897)). 10.30 Employment Agreement dated March 11, 1997 among Fairchild Semiconductor Corporation, Fairchild International, Sterling and Joseph R. Martin (incorporated by reference from Fairchild Semiconductor Corporation's Registration Statement on Form S-4 dated, filed May 12, 1997 (File No. 333-26897)). 10.31 Credit Agreement -- Amended and Restated as of December 31, 1997 (incorporated by reference from Fairchild Semiconductor Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 1, 1998, filed April 13, 1998). 10.32 Employee Stock Purchase Savings Plan, as amended as of June 25, 1998 (incorporated by reference from Fairchild Semiconductor Corporation's Annual Report on Form 10-K for the fiscal year ended May 31, 1998, filed August 27, 1998). 10.33 Fairchild Revocable Savings Plan Trust, dated February 20, 1998, executed by Fleet Bank of Maine, as trustee (incorporated by reference from Fairchild International's Registration Statement on Form S-8, filed July 7, 1998 (File No. 333-58603)). 10.34 Amendment to Securities Purchase and Holders Agreement dated May 29, 1998 (incorporated by reference from Fairchild Semiconductor Corporation's Annual Report on Form 10-K for the fiscal year ended May 31, 1998, filed August 27, 1998). 10.35 Form of Promissory Note between Fairchild Semiconductor Corporation and Management Investors dated June 3, 1998 (incorporated by reference from Fairchild Semiconductor Corporation's Annual Report on Form 10-K for the fiscal year ended May 31, 1998, filed August 27, 1998). 10.36 Second Amendment to Amended and Restated Credit Agreement dated August 25, 1998 among Fairchild International, Fairchild Semiconductor Corporation, the lenders party to the Credit Agreement dated March 11, 1997, Bankers Trust Company, Credit Suisse First Boston Corporation and Canadian Imperial Bank of Commerce (incorporated by reference from Fairchild Semiconductor Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended August 30, 1998, filed October 9, 1998). 10.37 Purchase Agreement dated March 30, 1999 among Fairchild Semiconductor Corporation, Fairchild International, Fairchild Semiconductor Corporation of California, Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc. and Fleet Securities, Inc.+ 10.38 Transitional Services Agreement dated April 13, 1999 between Samsung Electronics and Fairchild Korea Semiconductor Ltd.+ 10.39 Product Supply Agreement dated April 13, 1999 between Samsung Electronics and Fairchild Korea Semiconductor Ltd.+ 10.40 Foundry Sale Agreement dated April 13, 1999 between Samsung Electronics and Fairchild Korea Semiconductor Ltd.+ 10.41 Intellectual Property License Agreement dated April 13, 1999 between Samsung Electronics and Fairchild Korea Semiconductor Ltd.+
8
EXHIBIT NO. DESCRIPTION PAGE - ------- ----------- ---- 10.42 Trademark License Agreement dated April 13, 1999 between Samsung Electronics and Fairchild Korea Semiconductor Ltd.+ 10.43 Assembly and Test Services Agreement (Onyang) dated April 13, 1999 between Samsung Electronics and Fairchild Korea Semiconductor Ltd.+ 10.44 Assembly and Test Services Agreement (Suzhou) dated April 13, 1999 between SESS Electronics Suzhou Semiconductor Co., Ltd. and Fairchild Korea Semiconductor Ltd.+ 10.45 EPI Services Agreement dated April 13, 1999 between Samsung Electronics and Fairchild Korea Semiconductor Ltd.+ 10.46 Photo Mask Supply Agreement dated April 13, 1999 between Samsung Electronics and Fairchild Korea Semiconductor Ltd.+ 10.47 Credit Agreement dated April 14, 1999 among Fairchild Semiconductor Corporation, Fairchild International, certain lenders named within the Credit Agreement, Credit Suisse First Boston Corporation, Salomon Brothers Holding Company Inc., ABN Amro Bank NV and Fleet National Bank.+ 10.48 Employment Agreement dated March 28, 1999 between Fairchild International and Deok-Jung Kim.+ 10.49 Employment Agreement dated as of April 23, 1999 between Fairchild Semiconductor Corporation and Kyoung-Soo Kim.+ 10.50 Sublease Agreement dated April 23, 1999 between Veritas Software Corporation and Fairchild Semiconductor Corporation of California.+ 10.51 Fairchild Executive Incentive Plan, as amended and restated, effective June 1, 1998.+ 10.52 Securities Purchase and Holders Agreement dated as of March 11, 1997 among Fairchild International, Sterling, National Semiconductor and Management Investors.+ 21.01 Subsidiaries of Fairchild International.+ 23.01 Consent of Dechert Price & Rhoads (included in the opinion filed as Exhibit 5.01). 23.02 Consent of Samil Accounting Corporation.+ 23.03 Consent of KPMG LLP.+ 23.04 Consent of KPMG LLP.+ 24.01 Power of Attorney.+ 24.02 Power of Attorney of David A. Henry.
- ------------------------ + Previously filed. EX-24.02 2 POWER OF ATTORNEY OF DAVID A. HENRY 1 Exhibit 24.02 POWER OF ATTORNEY David A. Henry, Vice President and Corporate Controller of Fairchild Semiconductor International, Inc., hereby appoints Joseph R. Martin, Daniel E. Boxer and Paul C. Schorr IV, any of whom may act without the joinder of either of the others, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to the Registration Statement on Form S-1 (Registration No. 333-78557) of Fairchild Semiconductor International, Inc. (the "Registration Statement") and all additional registration statements relating to the same offering of securities as the Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1993, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. In addition, David A. Henry hereby ratifies, confirms and approves all previously filed amendments to the Registration Statement, including the attorney-in-fact signature on behalf of Mr. Henry on Amendment No. 6 to the Registration Statement. Dated and effective /s/ David A. Henry as of July 30, 1999 ---------------------------------- David A. Henry Vice President and Corporate Controller Fairchild Semiconductor International, Inc. -----END PRIVACY-ENHANCED MESSAGE-----