-----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, Q9FCr5y14qQTgb8/6pytBfOXISTwMBQcwBEkVeJ1bdo2Q+lhMk/gZDZUKKmtQrqt ICZ70Q/AKzrxpfDDBOKbLw== 0000950135-99-004662.txt : 19991018 0000950135-99-004662.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950135-99-004662 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991008 EFFECTIVENESS DATE: 19991008 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-8 POS SEC ACT: SEC FILE NUMBER: 333-58603 FILM NUMBER: 99725123 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-8 POS 1 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1999. REGISTRATION NO. 333-58603 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- AMENDMENT NO. 1 TO 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 333 WESTERN AVENUE 04-3363001 (State of Incorporation) SOUTH PORTLAND, MAINE 04106 (I.R.S. Employer (Address of principal executive offices)(Zip Code) Identification Number)
EMPLOYEE STOCK PURCHASE SAVINGS PLAN (Full Title of the Plan) DANIEL E. BOXER, ESQ. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. 333 WESTERN AVENUE, M.S. 01-00 SOUTH PORTLAND, MAINE 04106 (Name and address of agent for service) (207) 775-8100 (Telephone number, including area code, of agent for service) ================================================================================ 2 DEREGISTRATION OF SHARES OF CLASS A COMMON STOCK The registrant is filing this amendment to this registration statement on Form S-8 solely for the purpose of deregistering the 500,000 shares of Class A Common Stock, par value $.01 per share, of Fairchild Semiconductor International, Inc. (formerly known as FSC Semiconductor Corporation) that the registrant registered on July 7, 1998 upon the initial filing of this registration statement. In accordance with the terms of the Employee Stock Purchase Savings Plan, the registrant terminated the plan effective upon the completion of its initial public offering on August 9, 1999. Upon termination of the plan, and pursuant to its terms, employees who had participated in the plan were offered shares of Class A Common Stock in the initial public offering. As a result, all sales of Class A Common Stock to employees pursuant to the plan were registered under the registration statement on Form S-1 filed in connection with the initial public offering, and not under this registration statement on Form S-8. The registrant is therefore deregistering all shares that were previously registered under this registration statement. 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 this Amendment No. 1 to Form S-8 and has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South Portland, State of Maine, on October 8, 1999. FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. By: /s/ Daniel E. Boxer --------------------------------- Daniel E. Boxer Executive Vice President and General Counsel Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE * Chairman, President and - ---------------------- Chief Executive Officer, and Director Kirk P. Pond (principal executive officer) * Executive Vice President and Chief - ---------------------- Financial Officer, and Director Joseph R. Martin (principal financial officer) /s/ David A. Henry Vice President, Corporate Controller October 8, 1999 - ---------------------- (principal accounting officer) David A. Henry * Director - ---------------------- William N. Stout * Director - ---------------------- Richard M. Cashin, Jr. * Director - ---------------------- Paul C. Schorr IV * Director - ---------------------- Ronald W. Shelly *:By: /s/ Daniel E. Boxer October 8, 1999 -------------------- Daniel E. Boxer Attorney-in-fact -----END PRIVACY-ENHANCED MESSAGE-----