0001181431-12-049454.txt : 20120910 0001181431-12-049454.hdr.sgml : 20120910 20120910090108 ACCESSION NUMBER: 0001181431-12-049454 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120910 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: 20120910 DATE AS OF CHANGE: 20120910 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: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15181 FILM NUMBER: 121081657 BUSINESS ADDRESS: STREET 1: 3030 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4088222000 MAIL ADDRESS: STREET 1: 3030 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: FSC SEMICONDUCTOR CORP DATE OF NAME CHANGE: 19970424 8-K 1 rrd355496.htm 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):  09/10/2012
 
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.)
 
3030 Orchard Parkway
San Jose, California 95134
(Address of principal executive offices, including zip code)
 
408-822-2000
(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
 
(c)        We appointed Vijay Ullal our president and chief operating officer, effective September 10, 2012. Mr. Ullal, 54, was previously group president, consumer solutions division, for Maxim Integrated Products, Inc. Our related press release is attached as Exhibit 99.1 and incorporated by reference.

        Mr. Ullal's initial base salary is $450,000 per year, with an opportunity to earn an annual incentive bonus of between 0% and 180% of his base salary depending on the achievement of financial and other performance goals. Mr. Ullal also received a recruitment grant of 150,000 restricted stock units (RSUs) under our stock plan, which vest over three years. If Mr. Ullal's employment is terminated by the company for any reason other than cause, or by Mr. Ullal for "Good Reason," Mr. Ullal will be entitled to 15 months' salary, 15 months' continued medical and dental insurance, and full vesting of his recruitment RSU grant. "Good Reason" is defined to include material reductions in Mr. Ullal's authority, responsibilities, base salary or bonus opportunity, a requirement to significantly relocate his place of employment, or reporting to a person other than our CEO or board of directors.

        The foregoing description is qualified in its entirety by reference to the terms and conditions of the applicable plans and Mr. Ullal's employment agreement, included in past or forthcoming filings with the Securities and Exchange Commission.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d)         Exhibits.

Exhibit 99.1 -- Press release dated September 10, 2012.

 

 

SIGNATURES
 
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: September 10, 2012
     
By:
 
/s/    Paul D. Delva
               
Paul D. Delva
               
Senior Vice President, General Counsel and Corporate Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Press Release Dated September 10, 2012
EX-99 2 rrd355496_38418.htm PRESS RELEASE DATED SEPTEMBER 10, 2012 San Jose, California - October 21, 2008 - Fairchild Semiconductor (NYSE: FCS) enables a simplified and highly efficient circui

 

 

 

Fairchild Semiconductor Appoints Vijay Ullal President and Chief Operating Officer

 

SAN JOSE, Calif. - September 10, 2012 -Fairchild Semiconductor (NYSE: FCS), a leading global supplier of high performance power and mobile products, announced today that Vijay Ullal has been appointed President and Chief Operating Officer.

In his new role at Fairchild, Ullal will be responsible for all operating activities including product lines, sales and marketing, technology development, manufacturing and supply chain management.

"I believe Vijay has the experience and vision to help us build Fairchild into a truly great technology company," said Mark Thompson, Fairchild's chairman and CEO. "We have significantly grown our mobile, industrial, appliance and automotive businesses during the last five years as we transition the company to higher value, faster growing markets. Vijay brings to Fairchild a unique set of skills in technology development, product line and operations management plus a track record of success in driving growth through product leadership. I am confident that Vijay's leadership will accelerate Fairchild's progress."

Ullal has 30 years of experience in the semiconductor industry including engineering and operations leadership positions at Intel Corporation, Saratoga Semiconductor and most recently, Maxim Integrated Products. During his 22 years at Maxim, Ullal helped to build the business into to one of the most successful analog semiconductor companies in the industry. Ullal spent the last five years as Group President, Consumer Solutions Division driving strong sales growth in their mobile, consumer and automotive businesses.

"I am thrilled to have this opportunity to help lead Fairchild," said Ullal. "Fairchild has a great culture, unique set of technologies and the necessary scale to be a leader in the industry. I also strongly believe that Fairchild is on the brink of a significant acceleration of momentum. I look forward to helping build Fairchild into a next generation semiconductor company that is bold, progressive and recognized by employees, customers and shareholders as the best."

About Fairchild Semiconductor:

Fairchild Semiconductor (NYSE: FCS) - global presence, local support, smart ideas. Fairchild delivers energy-efficient, easy-to-use and value-added semiconductor solutions for power and mobile designs. We help our customers differentiate their products and solve difficult technical challenges with our expertise in power and signal path products. Please contact us on the web at www.fairchildsemi.com.