<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1999
REGISTRATION NO. 333-78665
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FAIRCHILD SEMICONDUCTOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3674 77-0449095
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
ORGANIZATION)
</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)
-------------------------
SEE TABLE OF ADDITIONAL REGISTRANTS BELOW
-------------------------
DANIEL E. BOXER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FAIRCHILD SEMICONDUCTOR CORPORATION
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:
NINA P. GRAYSON, ESQ.
DECHERT PRICE & RHOADS
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
(212) 698-3500
-------------------------
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 being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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(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. [ ]
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10 3/8% Senior Subordinated
Notes Due 2007................ $300,000,000 100% $300,000,000 $83,400(2)
- --------------------------------------------------------------------------------------------------------------
Guarantees of Fairchild
Semiconductor International,
Inc. and Fairchild
Semiconductor Corporation of
California.................... $300,000,000 -- -- $0(3)
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(f) solely for purposes of calculating the
registration fee.
(2) Previously paid.
(3) Pursuant to rule 457(n), no separate fees are payable for the guarantees.
-------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
FAIRCHILD SEMICONDUCTOR CORPORATION
TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
PRIMARY
STANDARD
INDUSTRIAL IRS
CLASSIFICATION EMPLOYER
STATE OF CODE IDENTIFICATION
NAME INCORPORATION NUMBER NO.
- ---- ------------- -------------- --------------
<S> <C> <C> <C>
Fairchild Semiconductor International, Inc. .... Delaware 3674 04-3363001
Fairchild Semiconductor Corporation of
California.................................... Delaware 3674 04-3398512
</TABLE>
The address, including zip code, and telephone number, including area code,
of the principal offices of the additional registrants listed above (the
"Additional Registrants") is: 333 Western Avenue, Mail Stop 01-00, South
Portland, Maine 04100; the telephone number at that address is (207) 775-8100.
i
<PAGE> 3
NOTE TO AMENDMENT NO. 3
The purpose of this Amendment No. 3 to Form S-4 Registration Statement is
to file a signed consent, dated August 26, 1999, of KPMG LLP relating to
Fairchild Semiconductor Corporation of California, which consent was
inadvertently filed with Amendment No. 2 to Form S-4 Registration Statement as
Exhibit 23.05 without a conformed signature.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
below-named Registrant has duly caused this Amendment No. 3 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 31st day of
August 1999.
FAIRCHILD SEMICONDUCTOR
CORPORATION
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 31, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Chairman of the Board of Directors, President
- --------------------------------------------------- and Chief Executive Officer (principal
Kirk P. Pond executive officer)
* Executive Vice President, Chief Financial
- --------------------------------------------------- Officer and Director (principal financial
Joseph R. Martin officer)
/s/ DAVID A. HENRY Vice President, Corporate Controller (principal
- --------------------------------------------------- accounting officer)
David A. Henry
* Director
- ---------------------------------------------------
William N. Stout
* Director
- ---------------------------------------------------
Paul C. Schorr IV
* Director
- ---------------------------------------------------
Ronald W. Shelly
</TABLE>
* By: /s/ DANIEL E. BOXER
-------------------------------------------------
Daniel E. Boxer
Attorney-in-fact
II-12
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
below-named Registrant has duly caused this Amendment No. 3 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 31st 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 31, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Chairman of the Board of Directors, President
- --------------------------------------------------- and Chief Executive Officer (principal
Kirk P. Pond executive officer)
* Executive Vice President, Chief Financial
- --------------------------------------------------- Officer and Director (principal financial
Joseph R. Martin officer)
/s/ DAVID A. HENRY Vice President, Corporate Controller (principal
- --------------------------------------------------- accounting officer)
David A. Henry
* Director
- ---------------------------------------------------
William N. Stout
* Director
- ---------------------------------------------------
Paul C. Schorr IV
* Director
- ---------------------------------------------------
Ronald W. Shelly
</TABLE>
* By: /s/ DANIEL E. BOXER
--------------------------------------------------
Daniel E. Boxer
Attorney-in-fact
II-13
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
below-named Registrant has duly caused this Amendment No. 3 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 31st day of
August 1999.
FAIRCHILD SEMICONDUCTOR
CORPORATION OF CALIFORNIA
By: /s/ DANIEL E. BOXER
---------------------------------------
Director
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 31, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* President and Chief Executive Officer
- --------------------------------------------------- (principal executive officer)
Kirk P. Pond
* Executive Vice President, Chief Financial
- --------------------------------------------------- Officer and Director (principal financial and
Joseph R. Martin accounting officer)
/s/ DANIEL E. BOXER Director
- ---------------------------------------------------
Daniel E. Boxer
</TABLE>
* By: /s/ DANIEL E. BOXER
--------------------------------------------------
Daniel E. Boxer
Attorney-in-fact
II-14
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<C> <S> <C>
2.01 Agreement and Plan of Recapitalization dated January 24,
1997 between Sterling Holding Company, LLC and National
Semiconductor (incorporated by reference from the Company'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
the Company and National Semiconductor (incorporated by
reference from the Company's Registration Statement on Form
S-4, filed May 12, 1997 (File No. 333-26897)).
2.03 Acquisition Agreement dated November 25, 1997 between the
Company and Raytheon Company (incorporated by reference from
the Company'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 the Company and Raytheon Company (incorporated
by reference from the Company'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 the Company and Raytheon Company (incorporated
by reference from the Company'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 the Company (incorporated by
reference from the Company'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 and the Company (incorporated
by reference from the Company's Current Report on Form 8-K
dated April 13, 1999, filed April 27, 1999).
3.01 Certificate of Incorporation of the Company (incorporated by
reference from the Company's Registration Statement on Form
S-4, filed May 12, 1997 (File No. 333-26897)).
3.02 Bylaws of the Company (incorporated by reference from the
Company's Registration Statement on Form S-4, filed May 12,
1997 (File No. 333-26897)).
3.03 Certificate of Incorporation of Fairchild International
(incorporated by reference from the Company's Registration
Statement on Form S-4, filed May 12, 1997 (File No.
333-26897)).
3.04 Bylaws of Fairchild International (incorporated by reference
from the Company's Registration Statement on Form S-4, filed
May 12, 1997 (File No. 333-26897)).
3.05 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)).
3.06 Certificate of Amendment of Certificate of Incorporation of
Fairchild International (incorporated by reference from
Amendment No. 1 to Fairchild International's Registration
Statement on Form S-1, filed June 30, 1999 (File No.
333-78557)).
3.07 Restated Certificate of Incorporation of Fairchild
International (incorporated by reference from Amendment No.
3 to Fairchild International's Registration Statement on
Form S-1, filed July 9, 1999 (File No. 333-78557)).
3.08 Certificate of Incorporation of Fairchild Semiconductor
Corporation of California.+
3.09 Bylaws of Fairchild Semiconductor Corporation of
California.+
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<C> <S> <C>
3.10 Certificate of Amendment of Certificate of Incorporation of
Fairchild Semiconductor Corporation of California.+
4.01 Indenture dated April 7, 1999 among the Company, Fairchild
International, as Guarantor, Fairchild Semiconductor
Corporation of California, as Guarantor, and the United
States Trust Company of New York (incorporated by reference
from Amendment No. 1 to Fairchild International's
Registration Statement on Form S-1, filed June 30, 1999
(File No. 333-78557)).
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 the
Company, Fairchild International, as Guarantor, Fairchild
California, as Guarantor, Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Salomon
Smith Barney Inc. and Fleet Securities, Inc. (incorporated
by reference from Amendment No. 1 to Fairchild
International's Registration Statement on Form S-1, filed
June 30, 1999 (File No. 333-78557)).
5.01 Opinion of Dechert Price & Rhoads.+
10.01 Indenture dated as of March 11, 1997 among the Company,
Fairchild International, as Guarantor and United States
Trust Company of New York, as Trustee relating to the
Company's 10 1/8% Senior Subordinated Notes (incorporated by
reference from the Company'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 the Company
(incorporated by reference from Amendment No. 3 to the
Company'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 the Company (incorporated by
reference from the Company'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 the Company (incorporated
by reference from Amendment No. 3 to the Company'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 the Company (incorporated by reference
from Amendment No. 3 to the Company'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 the Company (incorporated
by reference from Amendment No. 3 to the Company'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 the Company (incorporated
by reference from Amendment No. 3 to the Company's
Registration Statement on Form S-4, filed July 9, 1997 (File
No. 333-26897)).
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<C> <S> <C>
10.09 National Assembly Services Agreement dated March 11, 1997
between National Semiconductor and the Company (incorporated
by reference from Amendment No. 3 to the Company'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 the Company (incorporated
by reference from Amendment No. 3 to the Company'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 the Company
(incorporated by reference from the Company's Registration
Statement on Form S-4, filed May 12, 1997 (File No.
333-26897)).
10.12 Credit Agreement dated March 11, 1997 among the Company,
Fairchild International, Various Banks, Bankers Trust
Company, Credit Suisse First Boston Corporation and Canadian
Imperial Bank of Commerce (incorporated by reference from
the Company'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 the Company'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 the Company
(incorporated by reference from the Company'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 the
Company's Registration Statement on Form S-4, filed dated
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 the
Company'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 the Company's Registration Statement on Form S-4, filed
May 12, 1997 (File No. 333-26897)).
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 the Company'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 the Company (incorporated
by reference from the Company's Registration Statement on
Form S-4, filed May 12, 1997 (File No. 333-26897)).
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<C> <S> <C>
10.20 Shared Facilities Agreement (South Portland) dated March 11,
1997 between National Semiconductor and the Company
(incorporated by reference from the Company'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 the Company (incorporated by
reference from the Company'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 the Company and Master Lease
Agreement dated December 13, 1994 between General Electric
Capital Corporation and National Semiconductor (incorporated
by reference from the Company'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 the
Company'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 the Company's Registration Statement on Form
S-4, filed May 12, 1997 (File No. 333-26897)).
10.26 Fairchild Incentive Plan (incorporated by reference from the
Company'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 the Company's
Registration Statement on Form S-4, filed May 12, 1997 (File
No. 333-26897)).
10.28 FSC Semiconductor Corporation Stock Option Plan
(incorporated by reference from the Company's Registration
Statement on Form S-4, filed May 12, 1997 (File No.
333-26897)).
10.29 Employment Agreement dated March 11, 1997 among the Company,
Fairchild International, Sterling Holding Company, LLC and
Kirk P. Pond (incorporated by reference from the Company's
Registration Statement on Form S-4, filed May 12, 1997 (File
No. 333-26897)).
10.30 Employment Agreement dated March 11, 1997 among the Company,
Fairchild International, Sterling Holding Company, LLC and
Joseph R. Martin (incorporated by reference from the
Company's Registration Statement on Form S-4, filed May 12,
1997 (File No. 333-26897)).
10.31 Credit Agreement -- Amended and Restated as of December 31,
1997 (incorporated by reference from the Company'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 the Company'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 the Company's
Annual Report on Form 10-K for the fiscal year ended May 31,
1998, filed August 27, 1998).
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<C> <S> <C>
10.35 Form of Promissory Note between the Company and Management
Investors dated June 3, 1998 (incorporated by reference from
the Company's Annual Report on Form 10-K for the fiscal year
ended dated May 31, 1998, filed August 27, 1998).
10.36 Second Amendment to Amended and Restated Credit Agreement
dated August 25, 1998 among Fairchild International, the
Company, 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 the Company's Current 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 the Company,
Fairchild International, Fairchild Semiconductor Corporation
of California, Credit Suisse First Boston Corporation,
Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc.
and Fleet Securities, Inc. (incorporated by reference from
Amendment No. 1 to Fairchild International's Registration
Statement on Form S-1, filed June 30, 1999 (File No.
333-78557)).
10.38 Transitional Services Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea (incorporated by
reference from Amendment No. 1 to Fairchild International's
Registration Statement on Form S-1, filed June 30, 1999
(File No. 333-78557)).
10.39 Product Supply Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea (incorporated by
reference from Amendment No. 1 to Fairchild International's
Registration Statement on Form S-1, filed June 30, 1999
(File No. 333-78557)).
10.40 Foundry Sale Agreement dated April 13, 1999 between Samsung
Electronics and Fairchild Korea (incorporated by reference
from Amendment No. 1 to Fairchild International's
Registration Statement on Form S-1, filed June 30, 1999
(File No. 333-78557)).
10.41 Intellectual Property License Agreement dated April 13, 1999
between Samsung Electronics and Fairchild Korea
(incorporated by reference from Amendment No. 1 to Fairchild
International's Registration Statement on Form S-1, filed
June 30, 1999 (File No. 333-78557)).
10.42 Trademark License Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea (incorporated by
reference from Amendment No. 1 to Fairchild International's
Registration Statement on Form S-1, filed June 30, 1999
(File No. 333-78557)).
10.43 Assembly and Test Services Agreement (Onyang) dated April
13, 1999 between Samsung Electronics and Fairchild Korea
(incorporated by reference from Amendment No. 1 to Fairchild
International's Registration Statement on Form S-1, filed
June 30, 1999 (File No. 333-78557)).
10.44 Assembly and Test Services Agreement (Suzhou) dated April
13, 1999 between SESS Electronics Suzhou Semiconductor Co.,
Ltd. and Fairchild Korea (incorporated by reference from
Amendment No. 1 to Fairchild International's Registration
Statement on Form S-1, filed June 30, 1999 (File No.
333-78557)).
10.45 EPI Services Agreement dated April 13, 1999 between Samsung
Electronics and Fairchild Korea (incorporated by reference
from Amendment No. 1 to Fairchild International's
Registration Statement on Form S-1, filed June 30, 1999
(File No. 333-78557)).
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<C> <S> <C>
10.46 Photo Mask Supply Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea (incorporated by
reference from Amendment No. 1 to Fairchild International's
Registration Statement on Form S-1, filed June 30, 1999
(File No. 333-78557)).
10.47 Credit Agreement dated April 14, 1999 among the Company,
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 (incorporated by reference from
Amendment No. 1 to Fairchild International's Registration
Statement on Form S-1, filed June 30, 1999 (File No.
333-78557)).
10.48 Employment Agreement dated March 28, 1999 between Fairchild
International and Deok-Jung Kim (incorporated by reference
from Amendment No. 1 to Fairchild International's
Registration Statement on Form S-1, filed June 30, 1999
(File No. 333-78557)).
10.49 Employment Agreement dated as of April 23, 1999 between the
Company and Kyoung-Soo Kim (incorporated by reference from
Amendment No. 1 to Fairchild International's Registration
Statement on Form S-1, filed June 30, 1999 (File No.
333-78557)).
10.50 Sublease Agreement dated April 23, 1999 between Veritas
Software Corporation and Fairchild California (incorporated
by reference from Amendment No. 1 to Fairchild
International's Registration Statement on Form S-1, filed
June 30, 1999 (File No. 333-78557)).
10.51 Fairchild Executive Incentive Plan, as amended and restated,
effective June 1, 1998 (incorporated by reference from
Amendment No. 1 to Fairchild International's Registration
Statement on Form S-1, filed June 30, 1999 (File No.
333-78557)).
10.52 Securities Purchase and Holders Agreement dated as of March
11, 1997 among Fairchild International, Sterling, National
Semiconductor and Management Investors (incorporated by
reference from Amendment No. 1 to Fairchild International's
Registration Statement on Form S-1, filed June 30, 1999
(File No. 333-78557)).
12.01 Statement of Computation of Ratio of Earnings to Fixed
Charges.+
21.01 Subsidiaries of the Company and the Additional Registrants.+
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.+
23.05 Consent of KPMG LLP.
24.01 Power of Attorney+
25.01 Statement of Eligibility and Qualification of United States
Trust Company of New York on Form T- 1.+
99.01 Form of Letter of Transmittal.+
99.02 Form of Notice of Guaranteed Delivery.+
</TABLE>
- ------------------------
+ Previously filed.
<PAGE> 1
Exhibit 23.05
The Board of Directors
Fairchild Semiconductor Corporation of California
(formerly known as Raytheon Semiconductor, Inc.):
We consent to the inclusion of our report dated February 27, 1998, with respect
to the balance sheet of Raytheon Semiconductor, Inc. (a wholly owned subsidiary
of Thornwood Trust) as of December 31, 1997, and the related statements of
income, stockholder's equity, and cash flows for the year then ended, which
report appears in this Registration Statement, and to the reference to our firm
under the heading "Experts" in this Registration Statement on Form S-4.
/s/ KPMG LLP
Mountain View, California
August 26, 1999
