SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Fairchild Semiconductor International, Inc.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-3363001
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
333 Western Avenue, Mail Stop 01-00
South Portland, Maine 04106
(Address of principal executive offices)(Zip Code)
(207) 775-8100
(Issuer's telephone number, including area code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section
of the Exchange Act and is effective 12(g) of the Exchange Act and is
pursuant to General Instruction effective pursuant to General
A.(c), please check the following Instruction A.(d), please check the
box. X following box.
Securities Act registration statement file number to which this form
relates: 333-78557
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Class A Common Stock, $.01par value New York Stock Exchange
Securities to be registered pursuant to Section 12 (g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Stock to be Registered
Class A Common Stock, $ .01 Par Value
The description of the registrant's Class A Common Stock set forth
under the caption "Description of Capital Stock" in the Prospectus filed in
connection with the Registration Statement on Form S-1 dated May 14, 1999, as
amended (File No. 333-78557), is hereby incorporated by reference.
Item 2. Exhibits
The following exhibits will be filed with the New York Stock
Exchange.
3.01 Certificate of Incorporation of the Company.
3.02 Bylaws of the Company.
3.03 Certificate of Amendment to Certificate of Incorporation of the Company.
3.04 Certificate of Amendment of Certificate of Incorporation of the Company.
4.01 Registration Rights Agreement dated March 11, 1997 among the Company,
Sterling Holding Company, LLC, National Semiconductor Corporation and
certain investors.
4.02 Specimen of copies of shares of Common Stock to be filed hereunder.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Fairchild Semiconductor International, Inc.
Date: July 23, 1999 By: /s/ Daniel E. Boxer
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Name: Daniel E. Boxer
Title: Executive Vice President and General
Counsel
