<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 1999
REGISTRATION NO. 333-78557
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 7
TO
FORM S-1
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 3674 04-3363001
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
333 WESTERN AVENUE, MAIL STOP 01-00
SOUTH PORTLAND, MAINE 04106
(207) 775-8100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
DANIEL E. BOXER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
333 WESTERN AVENUE, MAIL STOP 01-00
SOUTH PORTLAND, MAINE 04106
(207) 775-8100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------
WITH COPIES TO:
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<S> <C>
NINA P. GRAYSON, ESQ. KRIS F. HEINZELMAN, ESQ.
DECHERT PRICE & RHOADS CRAVATH, SWAINE & MOORE
30 ROCKEFELLER PLAZA WORLDWIDE PLAZA
NEW YORK, NEW YORK 10112 825 EIGHTH AVENUE
(212) 698-3500 NEW YORK, NEW YORK 10019
(212) 474-1000
</TABLE>
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] -------------.
If this form is a post-effective amendment filed pursuant to Rule 462 (c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] -------------.
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] -------------.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
below-named Registrant has duly caused this Amendment No. 7 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South Portland, State of Maine, on the 3rd day of
August 1999.
FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.
By: /s/ DANIEL E. BOXER
-----------------------------------------
Executive Vice President
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities at the above-named Registrant on August 3, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Chairman of the Board of Directors,
- --------------------------------------------------- President and Chief Executive Officer
Kirk P. Pond (principal executive officer)
* Executive Vice President, Chief Financial
- --------------------------------------------------- Officer and Director
Joseph R. Martin (principal financial officer)
* Vice President, Corporate Controller
- --------------------------------------------------- (principal accounting officer)
David A. Henry
* Director
- ---------------------------------------------------
Brian L. Halla
* Director
- ---------------------------------------------------
William N. Stout
* Director
- ---------------------------------------------------
Richard M. Cashin, Jr.
* Director
- ---------------------------------------------------
Paul C. Schorr IV
* Director
- ---------------------------------------------------
Ronald W. Shelly
*By: /s/ DANIEL E. BOXER
---------------------------------------------
Daniel E. Boxer
Attorney-in-fact
</TABLE>
II-15
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
1.01 Form of Underwriting Agreement to be dated on or about
August 3, 1999 among Fairchild International, National
Semiconductor, Credit Suisse First Boston Corporation,
Salomon Smith Barney Inc., BancBoston Roberson Stephens Inc.
and Deutsche Bank Securities, Inc.+
2.01 Agreement and Plan of Recapitalization dated January 24,
1997 between Sterling and National Semiconductor
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 filed May
12, 1997 (File No. 333-26897)).
2.02 Asset Purchase Agreement dated as of March 11, 1997 between
Fairchild Semiconductor and National Semiconductor
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 filed May
12, 1997 (File No. 333-26897)).
2.03 Acquisition Agreement dated November 25, 1997 between
Fairchild Semiconductor Corporation and Raytheon Company
(incorporated by reference from Fairchild Semiconductor
Corporation's Current Report on Form 8-K dated December 31,
1997, filed January 13, 1998).
2.04 Amendment No. 1 to Acquisition Agreement dated December 29,
1997 between Fairchild Semiconductor Corporation and
Raytheon Company (incorporated by reference from Fairchild
Semiconductor Corporation's Current Report on Form 8-K dated
December 31, 1997, filed January 13, 1998).
2.05 Exhibit 3.14 to Acquisition Agreement dated December 29,
1997 between Fairchild Semiconductor Corporation and
Raytheon Company (incorporated by reference from Fairchild
Semiconductor Corporation's Current Report on Form 8-K dated
December 31, 1997, filed January 13, 1998).
2.06 Business Transfer Agreement dated December 20, 1998 between
Samsung Electronics and Fairchild Semiconductor Corporation
(incorporated by reference from Fairchild Semiconductor
Corporation's Current Report on Form 8-K dated April 13,
1999, filed April 27, 1999).
2.07 Closing Agreement dated April 13, 1999 among Samsung
Electronics, Fairchild Korea Semiconductor Ltd. and
Fairchild Semiconductor Corporation (incorporated by
reference from Fairchild Semiconductor Corporation's Current
Report on Form 8-K dated April 13, 1999, filed April 27,
1999).
3.01 Certificate of Incorporation of Fairchild International
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 filed May
12, 1997 (File No. 333-26897)).
3.02 Bylaws of Fairchild International (incorporated by reference
from Fairchild Semiconductor Corporation's Registration
Statement on Form S-4 filed May 12, 1997 (File No.
333-26897)).
3.03 Certificate of Amendment to Certificate of Incorporation of
Fairchild International (incorporated by reference from
Fairchild International's Registration Statement on Form S-8
filed July 7, 1998 (File No. 333-58603)).
3.04 Certificate of Amendment of Certificate of Incorporation of
Fairchild International.+
3.05 Restated Certificate of Incorporation of Fairchild
International.+
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
4.01 Indenture dated April 7, 1999 among Fairchild Semiconductor
Corporation, Fairchild International, as Guarantor,
Fairchild Semiconductor Corporation of California, as
Guarantor, and the United States Trust Company of New York.+
4.02 Form of 10 3/8% Senior Subordinated Notes Due 2007 (included
in Exhibit 4.01).
4.03 Registration Rights Agreement dated March 30, 1999 among
Fairchild Semiconductor Corporation, Fairchild
International, as Guarantor, Fairchild Semiconductor
Corporation of California, as Guarantor, Credit Suisse First
Boston Corporation, Morgan Stanley & Co. Incorporated,
Salomon Smith Barney Inc. and Fleet Securities, Inc.+
4.04 Registration Rights Agreement dated March 11, 1997 among
Fairchild International, Sterling, National Semiconductor
and certain investors.+
5.01 Opinion of Dechert Price & Rhoads.+
10.01 Indenture dated as of March 11, 1997 among Fairchild
Semiconductor Corporation, Fairchild International, as
Guarantor and United States Trust Company of New York, as
Trustee relating to Fairchild Semiconductor Corporation's
10 1/8% Senior Subordinated Notes (incorporated by reference
from Fairchild Semiconductor Corporation's Registration
Statement on Form S-4 filed May 12, 1997 (File No.
333-26897)).
10.02 Form of 10 1/8% Senior Subordinated Notes Due 2007 (included
in Exhibit 10.01).
10.03 Technology Licensing and Transfer Agreement dated March 11,
1997 between National Semiconductor and Fairchild
Semiconductor Corporation (incorporated by reference from
Amendment No. 3 to Fairchild Semiconductor Corporation's
Registration Statement on Form S-4, filed July 9, 1997 (File
No. 333-26897)).
10.04 Transition Services Agreement dated March 11, 1997 between
National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed May 12, 1997 (File No. 333-26897)).
10.05 Fairchild Foundry Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
10.06 Revenue Side Letter dated March 11, 1997 between National
Semiconductor and Fairchild Semiconductor Corporation
(incorporated by reference from Amendment No. 3 to Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed July 9, 1997 (File No. 333-26897)).
10.07 Fairchild Assembly Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
10.08 National Foundry Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
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<S> <C> <C>
10.09 National Assembly Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
10.10 Mil/Aero Wafer and Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
10.11 Shared Services Agreement (South Portland) dated March 11,
1997 between National Semiconductor and Fairchild
Semiconductor Corporation (incorporated by reference from
Amendment No. 3 to Fairchild Semiconductor Corporation 's
Registration Statement on Form S-4, filed July 9, 1997 (File
No. 333-26897)).
10.12 Credit Agreement dated March 11, 1997 among Fairchild
Semiconductor Corporation, Fairchild International, Various
Banks, Bankers Trust Company, Credit Suisse First Boston
Corporation and Canadian Imperial Bank of Commerce
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4, filed May
12, 1997 (File No. 333-26897)).
10.13 Corporate Agreement dated February 20, 1992 between Torex
Semiconductor Ltd. and National Semiconductor (incorporated
by reference from Amendment No. 3 to Fairchild Semiconductor
Corporation's Registration Statement on Form S-4, filed July
9, 1997 (File No. 333-26897)).
10.14 Assembly/Test Subcontract Agreement dated August 13, 1998
between NS Electronics Bangkok (1993) Ltd. and Fairchild
Semiconductor Corporation (incorporated by reference from
Fairchild Semiconductor Corporation's Annual Report on Form
10-K for the fiscal year ended May 31, 1998, filed August
27, 1998).
10.15 Supply Agreement dated January 20, 1996 between National
Semiconductor and Dynacraft Industries Sdn. Bhd.
(incorporated by reference from Amendment No. 3 to Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed July 9, 1997 (File No. 333-26897)).
10.16 Licensing and Manufacturing Agreement dated April 27, 1990
between National Semiconductor and Waferscale Integration,
Inc. (incorporated by reference from Amendment No. 3 to
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed July 9, 1997 (File No. 333-26897)).
10.17 Qualified Titles Corresponding to Registry Title Nos. 19, 44
and 3400-Mk 12 from the State of Penang, Malaysia and
corresponding Sale and Purchase Agreements, each dated March
11, 1997, between National Semiconductor Sdn. Bhd. and
Fairchild Semiconductor Sdn. Bhd. (incorporated by reference
from Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed May 12, 1997 (File No.
333-26897)).
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
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<S> <C> <C>
10.18 Lease Agreement dated October 10, 1979 between Export
Processing Zone Authority and Fairchild Semiconductor (Hong
Kong) Limited, and Supplemental Agreements thereto dated May
1, 1982; December 12, 1983; August 17, 1984; March 10, 1987;
February 16, 1990; August 25, 1994; May 29, 1995; June 7,
1995; November 9, 1995; and October 24, 1996 (incorporated
by reference from Fairchild Semiconductor Corporation's
Registration Statement on Form S-4, filed May 12, 1997 (File
No. 333-26897)).
10.19 Lease for Santa Clara Facilities dated as of March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed May 12, 1997 (File No. 333-26897)).
10.20 Shared Facilities Agreement (South Portland) dated March 11,
1997 between National Semiconductor and Fairchild
Semiconductor Corporation (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.21 Environmental Side Letter dated March 11, 1997 between
National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed May 12, 1997 (File No. 333-26897)).
10.22 Master Sublease Agreement dated March 11, 1997 between
National Semiconductor and Fairchild Semiconductor
Corporation and Master Lease Agreement dated December 13,
1994 between General Electric Capital Corporation and
National Semiconductor (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.23 Fairchild NSC Deferred Compensation Plan Trust established
effective March 11, 1997 (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.24 Fairchild NSC Deferred Compensation Plan assumed and
continued, effective March 11, 1997 (included as Schedule A
to Exhibit 10.23).
10.25 Fairchild Benefit Restoration Plan (incorporated by
reference from Fairchild Semiconductor Corporation's
Registration Statement on Form S-4 dated, filed May 12, 1997
(File No. 333-26897)).
10.26 Fairchild Incentive Plan (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.27 FSC Semiconductor Corporation Executive Officer Incentive
Plan (incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 dated,
filed May 12, 1997 (File No. 333-26897)).
10.28 FSC Semiconductor Corporation Stock Option Plan
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4, filed May
12, 1997 (File No. 333-26897)).
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
10.29 Employment Agreement dated March 11, 1997 among Fairchild
Semiconductor Corporation, Fairchild International, Sterling
and Kirk P. Pond (incorporated by reference from Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4 dated, filed May 12, 1997 (File No. 333-26897)).
10.30 Employment Agreement dated March 11, 1997 among Fairchild
Semiconductor Corporation, Fairchild International, Sterling
and Joseph R. Martin (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4 dated, filed May 12, 1997 (File No. 333-26897)).
10.31 Credit Agreement -- Amended and Restated as of December 31,
1997 (incorporated by reference from Fairchild Semiconductor
Corporation's Quarterly Report on Form 10-Q for the
quarterly period ended March 1, 1998, filed April 13, 1998).
10.32 Employee Stock Purchase Savings Plan, as amended as of June
25, 1998 (incorporated by reference from Fairchild
Semiconductor Corporation's Annual Report on Form 10-K for
the fiscal year ended May 31, 1998, filed August 27, 1998).
10.33 Fairchild Revocable Savings Plan Trust, dated February 20,
1998, executed by Fleet Bank of Maine, as trustee
(incorporated by reference from Fairchild International's
Registration Statement on Form S-8, filed July 7, 1998 (File
No. 333-58603)).
10.34 Amendment to Securities Purchase and Holders Agreement dated
May 29, 1998 (incorporated by reference from Fairchild
Semiconductor Corporation's Annual Report on Form 10-K for
the fiscal year ended May 31, 1998, filed August 27, 1998).
10.35 Form of Promissory Note between Fairchild Semiconductor
Corporation and Management Investors dated June 3, 1998
(incorporated by reference from Fairchild Semiconductor
Corporation's Annual Report on Form 10-K for the fiscal year
ended May 31, 1998, filed August 27, 1998).
10.36 Second Amendment to Amended and Restated Credit Agreement
dated August 25, 1998 among Fairchild International,
Fairchild Semiconductor Corporation, the lenders party to
the Credit Agreement dated March 11, 1997, Bankers Trust
Company, Credit Suisse First Boston Corporation and Canadian
Imperial Bank of Commerce (incorporated by reference from
Fairchild Semiconductor Corporation's Quarterly Report on
Form 10-Q for the fiscal quarter ended August 30, 1998,
filed October 9, 1998).
10.37 Purchase Agreement dated March 30, 1999 among Fairchild
Semiconductor Corporation, Fairchild International,
Fairchild Semiconductor Corporation of California, Credit
Suisse First Boston Corporation, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc. and Fleet
Securities, Inc.+
10.38 Transitional Services Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea Semiconductor Ltd.+
10.39 Product Supply Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea Semiconductor Ltd.+
10.40 Foundry Sale Agreement dated April 13, 1999 between Samsung
Electronics and Fairchild Korea Semiconductor Ltd.+
10.41 Intellectual Property License Agreement dated April 13, 1999
between Samsung Electronics and Fairchild Korea
Semiconductor Ltd.+
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
10.42 Trademark License Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea Semiconductor Ltd.+
10.43 Assembly and Test Services Agreement (Onyang) dated April
13, 1999 between Samsung Electronics and Fairchild Korea
Semiconductor Ltd.+
10.44 Assembly and Test Services Agreement (Suzhou) dated April
13, 1999 between SESS Electronics Suzhou Semiconductor Co.,
Ltd. and Fairchild Korea Semiconductor Ltd.+
10.45 EPI Services Agreement dated April 13, 1999 between Samsung
Electronics and Fairchild Korea Semiconductor Ltd.+
10.46 Photo Mask Supply Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea Semiconductor Ltd.+
10.47 Credit Agreement dated April 14, 1999 among Fairchild
Semiconductor Corporation, Fairchild International, certain
lenders named within the Credit Agreement, Credit Suisse
First Boston Corporation, Salomon Brothers Holding Company
Inc., ABN Amro Bank NV and Fleet National Bank.+
10.48 Employment Agreement dated March 28, 1999 between Fairchild
International and Deok-Jung Kim.+
10.49 Employment Agreement dated as of April 23, 1999 between
Fairchild Semiconductor Corporation and Kyoung-Soo Kim.+
10.50 Sublease Agreement dated April 23, 1999 between Veritas
Software Corporation and Fairchild Semiconductor Corporation
of California.+
10.51 Fairchild Executive Incentive Plan, as amended and restated,
effective June 1, 1998.+
10.52 Securities Purchase and Holders Agreement dated as of March
11, 1997 among Fairchild International, Sterling, National
Semiconductor and Management Investors.+
21.01 Subsidiaries of Fairchild International.+
23.01 Consent of Dechert Price & Rhoads (included in the opinion
filed as Exhibit 5.01).
23.02 Consent of Samil Accounting Corporation.+
23.03 Consent of KPMG LLP.+
23.04 Consent of KPMG LLP.+
24.01 Power of Attorney.+
24.02 Power of Attorney of David A. Henry.
</TABLE>
- ------------------------
+ Previously filed.
<PAGE> 1
Exhibit 24.02
POWER OF ATTORNEY
David A. Henry, Vice President and Corporate Controller of Fairchild
Semiconductor International, Inc., hereby appoints Joseph R. Martin, Daniel E.
Boxer and Paul C. Schorr IV, any of whom may act without the joinder of either
of the others, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to the Registration Statement on Form S-1
(Registration No. 333-78557) of Fairchild Semiconductor International, Inc. (the
"Registration Statement") and all additional registration statements relating to
the same offering of securities as the Registration Statement that are filed
pursuant to Rule 462(b) of the Securities Act of 1993, and to file the same,
with all exhibits thereto and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully do
or cause to be done by virtue thereof. In addition, David A. Henry hereby
ratifies, confirms and approves all previously filed amendments to the
Registration Statement, including the attorney-in-fact signature on behalf of
Mr. Henry on Amendment No. 6 to the Registration Statement.
Dated and effective /s/ David A. Henry
as of July 30, 1999 ----------------------------------
David A. Henry
Vice President and Corporate Controller
Fairchild Semiconductor International, Inc.
