<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1999.
REGISTRATION NO. 333-58603
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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)
<TABLE>
<S> <C> <C>
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)
</TABLE>
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)
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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.
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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
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Daniel E. Boxer
Attorney-in-fact
