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):  03/23/2009

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 2.05.    Costs Associated with Exit or Disposal Activities

On March 23, 2009, we commenced actions to close our wafer fabrication plant in Mountaintop, PA, and one of our wafer fabrication plants in Bucheon, South Korea. The closures are intended to streamline and consolidate wafer manufacturing and are consistent with our ongoing cost reduction strategy and the need to align manufacturing capacity with end demand. We expect to complete these actions by June 2010. We expect to incur approximately $18 to $23 million of cash charges, primarily for severance and other costs associated with transfer activities, beginning in the second quarter, and additional non-cash charges of approximately $25 to $30 million for impairments and accelerated depreciation over the course of the next six quarters. Approximately 200 jobs will be eliminated as a result of the closure of the Mountaintop plant.

We issued a press release on March 26, 2009, regarding the plant closures, which release is included in this report on Form 8-K and incorporated by reference.

Item 2.06.    Material Impairments

The information set forth under Item 2.05 of this report on Form 8-K is hereby incorporated in this Item 2.06 by reference.

Item 9.01.    Financial Statements and Exhibits

EX-99.1 Press Release dated March 26, 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 27, 2009	By:	/s/    Robin A. Sawyer
		Robin A. Sawyer
		Vice President, Corporate Controller (Principal Accounting Officer and Duly Authorized Officer)

Exhibit Index

Exhibit No.	Description
EX-99.1	Exhibit 99.1 - Press Release dated March 26, 2009

EX-99.1 2 rrd238225_27864.htm EXHIBIT 99.1 - PRESS RELEASE DATED MARCH 26, 2009

Exhibit 99.1

Fairchild Semiconductor to Close Two Wafer Fabs

San Jose, California - March 26, 2009 - Fairchild Semiconductor (NYSE: FCS), a leading global supplier of high performance

products that drive energy efficiency, announced plans to streamline and consolidate wafer manufacturing. The company will close

its wafer fabrication plant in Mountaintop, PA leading to a closure of the site, and one of its wafer fabs in Bucheon, South Korea.

These actions are consistent with the company's ongoing cost reduction strategy, and the need to align manufacturing capacity with end demand. Most products currently made at the Mountaintop, PA site will be transferred to other internal sites. A small office will be maintained for technology and product line functions in the Mountaintop area. The South Korea site will close its four-inch line and transfer associated manufacturing to its five and six-inch wafer fabs. Fairchild will work closely with customers during the process to ensure a seamless transition.

"Sizing our manufacturing footprint and keeping our cost structure competitive are requirements for the long term health of our

company and drive this production consolidation," said Mark Thompson, president, chairman and CEO. "These actions reduce the number of wafer fabs in the company from six to four, and the number of front end manufacturing sites from four to three. We are committed to staying cost competitive in these hard economic times, and these changes will simplify operations, improve productivity and reduce costs."

The company anticipates the consolidation of the South Korea fabrication processes and the closure of the Mountaintop facility will be completed by June, 2010. Fairchild expects to incur approximately $18 to $23 million of cash charges, primarily for severance and other costs associated with transfer activities beginning in the second quarter. The company will also take additional non-cash charges of approximately $25 to $30 million for impairments and accelerated depreciation over the course of the next six quarters. In addition, roughly 200 jobs will be eliminated at the Mountaintop site. Once completed, the company expects to realize annual savings ranging from $20 to $25 million as a result of these closures.

Special Note on Forward-Looking Statements:

Some of the paragraphs above, including the last paragraph, contain forward-looking statements that are based on management's assumptions and expectations and involve risk and uncertainty. Forward-looking statements usually, but do not always contain forward-looking terminology such as "we believe," "we expect," or "we anticipate," or refer to management's expectations about Fairchild's future performance. Many factors could cause actual results to differ materially from those expressed in forward-looking statements. Among these factors are the following: the company's ability to complete expected production transfers as scheduled; the impact of the transfers on customers and potential loss of sales to affected customers; employment issues resulting from the closures; the

company's failure to realize expected efficiencies and economies of scale resulting from the production transfers; and potential

negative impact on current or future product development plans affected by the production transfers. More general factors affecting our businesses are discussed in the company's quarterly and annual reports filed with the Securities and Exchange Commission ("SEC") and available at the Investor Relations section of Fairchild Semiconductor's web site at investor.fairchildsemi.com or the SEC's web site at www.sec.gov.

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 Resource^SM. Please contact us on the web at www.fairchildsemi.com.

Editorial Contacts:

Fairchild Semiconductor:

Corporate Communications:
Patti Olson
1-800-341-0392 x 8728
patti.olson@fairchildsemi.com

Investor Relations:
Steven Leibiger
1-207-775-8660
investor@fairchildsemi.com

Agency Contact:

Topaz Partners

Paul R. Hughes

18 Commerce Way, Suite 700
Woburn, MA 01801

1-781-404-2416

phughes@topazpartners.com

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Exhibit 99.1

Fairchild Semiconductor to Close Two Wafer Fabs

San Jose, California - March 26, 2009 - Fairchild Semiconductor (NYSE: FCS), a leading global supplier of high performance

products that drive energy efficiency, announced plans to streamline and consolidate wafer manufacturing. The company will close

its wafer fabrication plant in Mountaintop, PA leading to a closure of the site, and one of its wafer fabs in Bucheon, South Korea.

These actions are consistent with the company's ongoing cost reduction strategy, and the need to align manufacturing capacity with end demand. Most products currently made at the Mountaintop, PA site will be transferred to other internal sites. A small office will be maintained for technology and product line functions in the Mountaintop area. The South Korea site will close its four-inch line and transfer associated manufacturing to its five and six-inch wafer fabs. Fairchild will work closely with customers during the process to ensure a seamless transition.

"Sizing our manufacturing footprint and keeping our cost structure competitive are requirements for the long term health of our

company and drive this production consolidation," said Mark Thompson, president, chairman and CEO. "These actions reduce the number of wafer fabs in the company from six to four, and the number of front end manufacturing sites from four to three. We are committed to staying cost competitive in these hard economic times, and these changes will simplify operations, improve productivity and reduce costs."

The company anticipates the consolidation of the South Korea fabrication processes and the closure of the Mountaintop facility will be completed by June, 2010. Fairchild expects to incur approximately $18 to $23 million of cash charges, primarily for severance and other costs associated with transfer activities beginning in the second quarter. The company will also take additional non-cash charges of approximately $25 to $30 million for impairments and accelerated depreciation over the course of the next six quarters. In addition, roughly 200 jobs will be eliminated at the Mountaintop site. Once completed, the company expects to realize annual savings ranging from $20 to $25 million as a result of these closures.

Special Note on Forward-Looking Statements:

Some of the paragraphs above, including the last paragraph, contain forward-looking statements that are based on management's assumptions and expectations and involve risk and uncertainty. Forward-looking statements usually, but do not always contain forward-looking terminology such as "we believe," "we expect," or "we anticipate," or refer to management's expectations about Fairchild's future performance. Many factors could cause actual results to differ materially from those expressed in forward-looking statements. Among these factors are the following: the company's ability to complete expected production transfers as scheduled; the impact of the transfers on customers and potential loss of sales to affected customers; employment issues resulting from the closures; the

company's failure to realize expected efficiencies and economies of scale resulting from the production transfers; and potential

negative impact on current or future product development plans affected by the production transfers. More general factors affecting our businesses are discussed in the company's quarterly and annual reports filed with the Securities and Exchange Commission ("SEC") and available at the Investor Relations section of Fairchild Semiconductor's web site at investor.fairchildsemi.com or the SEC's web site at www.sec.gov.

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 Resource^SM. Please contact us on the web at www.fairchildsemi.com.

Editorial Contacts:

Fairchild Semiconductor:

Corporate Communications:
Patti Olson
1-800-341-0392 x 8728
patti.olson@fairchildsemi.com

Investor Relations:
Steven Leibiger
1-207-775-8660
investor@fairchildsemi.com

Agency Contact:

Topaz Partners

Paul R. Hughes

18 Commerce Way, Suite 700
Woburn, MA 01801

1-781-404-2416

phughes@topazpartners.com