-----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, EwP/5fI8jd+921WjAvm5jO341w+gQcfWn2aTk7WWmZkudBpuz8W2A+4HcP8abJjM b0WQ1NQXaIDF6DfUCOa7fw== /in/edgar/work/20000824/0000950135-00-004151/0000950135-00-004151.txt : 20000922 0000950135-00-004151.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950135-00-004151 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000824 EFFECTIVENESS DATE: 20000824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC CENTRAL INDEX KEY: 0001036960 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 043363001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44432 FILM NUMBER: 709156 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 S-8 1 s-8.txt FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 2000. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 82 RUNNING HILL ROAD 04-3363001 (State of SOUTH PORTLAND, MAINE 04106 (I.R.S. Employer Incorporation) (Address of principal executive offices) Identification (Zip Code) Number) FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. 2000 STOCK OPTION PLAN (Full Title of the Plan) Daniel E. Boxer, Esq. Fairchild Semiconductor International, Inc. 82 Running Hill Road South Portland, Maine 04106 (Name and address of agent for service) (207) 775-8100 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
=============================================================================================================================== Amount of Title of securities to be Amount to be Proposed maximum offering Proposed maximum aggregate registration registered registered (1) (2) price per share (3) offering price (3) fee - ------------------------------------------------------------------------------------------------------------------------------- Class A Common Stock, par value $.01 per share 1,304,959 shares $38.38 $50,084,326 $13,222.26 ===============================================================================================================================
(1) Plus such additional number of shares as may be issued pursuant to the Plan in respect of the shares registered by this registration statement in the event of a stock dividend, stock split, recapitalization or other similar change in the Class A Common Stock. (2) In accordance with General Instruction E to Form S-8, a filing fee is being paid only with respect to the 1,304,959 securities being registered pursuant to this registration statement. 3,873,664 shares of the registrant's Class A Common Stock to be issued and sold pursuant to the above-referenced plan were previously registered on June 29, 2000 and the registration fee with respect to those securities has previously been paid. (3) Estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) promulgated under the Securities Act of 1933 on the basis of $38.38 per share, the average of the high and low selling prices for shares of the registered securities on the New York Stock Exchange on August 17, 2000. 2 REGISTRATION OF ADDITIONAL SECURITIES In accordance with General Instruction E to Form S-8, this registration statement is being filed to register additional securities of the same class as other securities for which a registration statement filed on Form S-8 relating to an employee benefit plan is effective. On June 29, 2000, the registrant filed a registration statement on Form S-8 (S.E.C. File No. 333-40416) to register 3,873,664 shares of its Class A Common Stock, which shares are to be issued by the registrant under the terms of the Fairchild Semiconductor International, Inc. 2000 Stock Option Plan. That registration statement is effective. This registration statement is being filed to register 1,304,959 additional shares of the registrant's Class A Common Stock, which shares are to be issued under the same stock option plan. Accordingly, this registration statement consists only of the facing page of the registration statement, this paragraph, the signature page, an opinion of counsel and required consents. The contents of the earlier registration statement on Form S-8 (S.E.C. File No. 333-40416), filed June 29, 2000, are incorporated in this registration statement by reference. 3 SIGNATURES The registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South Portland, State of Maine, on August 24, 2000. FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. By: /s/ Daniel E. Boxer ---------------------------------------- Daniel E. Boxer Executive Vice President and General Counsel POWER OF ATTORNEY KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, except David A. Henry, constitutes and appoints Daniel E. Boxer and Matthew W. Towse, each and individually, his attorneys-in-fact, with full power of substitution and resubstitution, for him in any and all capacities, to sign any or all amendments or post-effective amendments to this registration statement and to file the same with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each such attorney-in-fact, or his agent or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- Chairman, President and /s/ Kirk P. Pond Chief Executive Officer, and Director August 24, 2000 - --------------------------- (principal executive officer) Kirk P. Pond Executive Vice President and Chief /s/ Joseph R. Martin Financial Officer, and Director August 24, 2000 - --------------------------- (principal executive officer) Joseph R. Martin /s/ David A. Henry Vice President, Controller August 24, 2000 - --------------------------- (principal executive officer) David A. Henry /s/ William N. Stout - --------------------------- Director August 24, 2000 William N. Stout Director - --------------------------- Richard M. Cashin, Jr.
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SIGNATURE TITLE DATE --------- ----- ---- /s/ Paul C. Schorr IV Director August 24, 2000 - --------------------------- Paul C. Schorr IV /s/ Ronald W. Shelly - --------------------------- Director August 24, 2000 Ronald W. Shelly
EX-5 2 ex5.txt OPINION AND CONSENT OF DANIEL E. BOXER 1 EXHIBIT 5 [FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. LETTERHEAD] August 24, 2000 Fairchild Semiconductor International, Inc. 82 Running Hill Road South Portland, ME 04106 Gentlemen and Ladies: As the General Counsel to Fairchild Semiconductor International, Inc., a Delaware corporation (the "Company"), I am familiar with the registration statement on Form S-8 being filed today by the Company with the Securities and Exchange Commission relating to 1,304,959 shares (the "Shares") of the Company's Class A Common Stock to be issued pursuant to and in accordance with the Fairchild Semiconductor International, Inc. 2000 Stock Option Plan (the "Plan"). It is my opinion that the Shares, when issued and sold hereafter in accordance with the provisions of the Plan, in accordance with Delaware law and upon payment of the exercise price for the Shares as contemplated by the Plan and option agreements entered into under the Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the use of this opinion as part of the filing of the above-referenced registration statement. Yours truly, /s/ Daniel E. Boxer Daniel E. Boxer Executive Vice President, Chief Administrative Officer, General Counsel and Secretary EX-23.1 3 ex23-1.txt CONSENT OF KPMG LLP 1 EXHIBIT 23.1 The Board of Directors Fairchild Semiconductor International, Inc.: We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated January 21, 2000, except as to Note 21, which is as of January 25, 2000, with respect to the consolidated balance sheets of Fairchild Semiconductor International, Inc. and Subsidiaries as of May 30, 1999 and December 26, 1999, the related consolidated statements of operations and stockholders' equity (deficit) for each of the years in the three-year period ended May 30, 1999 and for the seven months ended December 26, 1999, the related consolidated statements of cash flows for the years ended May 31, 1998 and May 30, 1999 and for the seven months ended December 26, 1999, and the related schedule, which reports appear in the Annual Report on Form 10-K of Fairchild Semiconductor International, Inc. for the transition period ended December 26, 1999. Our report refers to a change in the method of accounting for business process reengineering costs as a result of the Company adopting the provisions of the Emerging Issues Task Force Issue 97-13, "Accounting for Business Process Reengineering Costs." /s/ KPMG LLP Boston, Massachusetts August 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----