-----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, JzO7TTcGG+r4c5hpHVKG+uddpOu02R9Rl1psAAQ0KIlxXqMT9ny+0QxMNSNwVoIV ZFcUYhw0SsarQQZtK0XGJQ== 0001181431-09-015077.txt : 20090311 0001181431-09-015077.hdr.sgml : 20090311 20090311151807 ACCESSION NUMBER: 0001181431-09-015077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090309 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090311 DATE AS OF CHANGE: 20090311 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15181 FILM NUMBER: 09672355 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 rrd237146.htm DIRECTOR CARSON APPOINTMENT Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
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):  03/09/2009
 
Fairchild Semiconductor International, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-15181
 
Delaware
  
043363001
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
82 Running Hill Road
South Portland, Maine 04106
(Address of principal executive offices, including zip code)
 
207-775-8100
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On March 9, 2009, our board of directors elected Randy W. Carson to our board of directors. The press release announcing Mr. Carson's election is included as Exhibit 99.01 to this report. Our board of directors has not yet determined the committees of the board to which Mr. Carson will or is expected to be named.

On March 9, 2009, we granted 11,115 deferred stock units (DSUs) to Mr. Carson in connection with his election to the board of directors. The DSU awards were made under our non-employee director compensation program and the Fairchild Semiconductor 2007 Stock Plan. Of the total number of DSUs granted, 10,000 will vest in one-third increments on each of the first three anniversaries of the grant date. The remaining 1,115 will vest in one-third increments on the last date prior to the date on which we hold our 2009, 2010 and 2011 annual stockholders' meetings. All of the awards are subject to earlier vesting upon Mr. Carson's retirement from the board after age 65, or after age 55 if his age plus ela psed years of continuous service on the board equal 65 or more. Non-employee directors receive shares underlying vested DSUs on the earliest to occur of (1) the end of the director's service on the board for any reason other than removal for cause, (2) the director's disability, (3) the director's death or (4) a date chosen by the director at the time of the award. The date chosen must be a minimum of five years after the grant date, in the case of Mr. Carson's award of 10,000 DSUs, and a minimum of five years following the date of our 2008 annual stockholders' meeting (held May 7, 2008) in the case of his award of 1,115 DSUs.

On March 9, 2009, our director Robert F. Friel informed us that he intends to retire from our board at the end of the current term in order to devote more time to his other professional obligations. Accordingly, Mr. Friel will not be standing for re-election at our upcoming stockholders' meeting to be held on May 6, 2009, and will retire from our board effective as of the annual stoc kholders' meeting.

 
 
Item 9.01.    Financial Statements and Exhibits
 
99.01 Press release dated March 10, 2009.
 

 

Signature(s)
 
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: March 11, 2009
     
By:
 
/s/    Paul D. Delva
               
Paul D. Delva
               
Sr. V.P., General Counsel & Corporate Secretary
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-99.01
  
Press Release dated March 10, 2009.
EX-99.01 2 rrd237146_27713.htm PRESS RELEASE DATED MARCH 10, 2009. Fairchild Semiconductor's

Exhibit 99.01

Fairchild Semiconductor Appoints Randy Carson to Board of Directors

San Jose, California, March 10, 2009 - Fairchild Semiconductor (NYSE:FCS), a leading global supplier of high performance products that enable energy-efficiency, today announced the appointment of Randy W. Carson to the company's board of directors.

Carson has more than 35 years of experience in the power equipment and power distribution industries, most recently as chief executive officer of Eaton Corporation's Electrical business unit, which grew under Carson's leadership from a North American business of $2.2 billion to a major global enterprise with annual revenues of $7 billion. Earlier this year Carson announced his retirement from Eaton at the end of April 2009.

"Randy Carson is a great addition to our board and we are delighted he will be joining us," said Mark Thompson, Fairchild's chairman, president and CEO. "His knowledge and background of the global power business, and his skills and experience as a chief executive leading performance improvement and a growth culture will be of great value to Fairchild Semiconductor."

Carson, 58, holds a B.S. degree in electrical engineering from Valparaiso University. Prior to Eaton, he progressed through a series of executive management positions with Rockwell International.

 

About Fairchild Semiconductor:

Fairchild Semiconductor (NYSE:FCS) is a global leader delivering energy-efficient power analog and power discrete solutions. Fairchild is The Power Franchise®, providing leading-edge silicon and packaging technologies, manufacturing strength and system expertise for consumer, communications, industrial, portable, computing and automotive systems. An application-driven, solution-based semiconductor supplier, Fairchild provides online design tools and design centers worldwide as part of its comprehensive Global Power ResourceSM. Please contact us on the web at www.fairchildsemi.com.

Editorial Contacts:

Fairchild Semiconductor

Patti Olson

Communications
(800) 341-0392 X 8728

Email: patti.olson@fairchildsemi.com

Agency Contact:

Topaz Partners

Paul R. Hughes

1-781-404-2416

Email: phughes@topazpartners.com

 

 

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