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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 2000.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 82 RUNNING HILL ROAD 04-3363001
(State of SOUTH PORTLAND, MAINE 04106 (I.R.S. Employer
Incorporation) (Address of principal executive offices) Identification
(Zip Code) Number)
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
2000 STOCK OPTION PLAN
(Full Title of the Plan)
Daniel E. Boxer, Esq.
Fairchild Semiconductor International, Inc.
82 Running Hill Road
South Portland, Maine 04106
(Name and address of agent for service)
(207) 775-8100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Amount of
Title of securities to be Amount to be Proposed maximum offering Proposed maximum aggregate registration
registered registered (1) (2) price per share (3) offering price (3) fee
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<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01 per share 1,304,959 shares $38.38 $50,084,326 $13,222.26
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(1) Plus such additional number of shares as may be issued pursuant to the Plan
in respect of the shares registered by this registration statement in the
event of a stock dividend, stock split, recapitalization or other similar
change in the Class A Common Stock.
(2) In accordance with General Instruction E to Form S-8, a filing fee is being
paid only with respect to the 1,304,959 securities being registered
pursuant to this registration statement. 3,873,664 shares of the
registrant's Class A Common Stock to be issued and sold pursuant to the
above-referenced plan were previously registered on June 29, 2000 and the
registration fee with respect to those securities has previously been paid.
(3) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) promulgated under the Securities Act of 1933 on
the basis of $38.38 per share, the average of the high and low selling
prices for shares of the registered securities on the New York Stock
Exchange on August 17, 2000.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
In accordance with General Instruction E to Form S-8, this registration
statement is being filed to register additional securities of the same class as
other securities for which a registration statement filed on Form S-8 relating
to an employee benefit plan is effective. On June 29, 2000, the registrant filed
a registration statement on Form S-8 (S.E.C. File No. 333-40416) to register
3,873,664 shares of its Class A Common Stock, which shares are to be issued by
the registrant under the terms of the Fairchild Semiconductor International,
Inc. 2000 Stock Option Plan. That registration statement is effective. This
registration statement is being filed to register 1,304,959 additional shares of
the registrant's Class A Common Stock, which shares are to be issued under the
same stock option plan. Accordingly, this registration statement consists only
of the facing page of the registration statement, this paragraph, the signature
page, an opinion of counsel and required consents. The contents of the earlier
registration statement on Form S-8 (S.E.C. File No. 333-40416), filed June 29,
2000, are incorporated in this registration statement by reference.
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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 on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of South Portland, State of Maine, on August 24,
2000.
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
By: /s/ Daniel E. Boxer
----------------------------------------
Daniel E. Boxer
Executive Vice President and
General Counsel
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below, except David A. Henry, constitutes and appoints Daniel E. Boxer
and Matthew W. Towse, each and individually, his attorneys-in-fact, with full
power of substitution and resubstitution, for him in any and all capacities, to
sign any or all amendments or post-effective amendments to this registration
statement and to file the same with the Securities and Exchange Commission,
granting unto each of such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters and hereby ratifying and confirming all that each
such attorney-in-fact, or his agent or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman, President and
/s/ Kirk P. Pond Chief Executive Officer, and Director August 24, 2000
--------------------------- (principal executive officer)
Kirk P. Pond
Executive Vice President and Chief
/s/ Joseph R. Martin Financial Officer, and Director August 24, 2000
--------------------------- (principal executive officer)
Joseph R. Martin
/s/ David A. Henry Vice President, Controller August 24, 2000
--------------------------- (principal executive officer)
David A. Henry
/s/ William N. Stout
--------------------------- Director August 24, 2000
William N. Stout
Director
---------------------------
Richard M. Cashin, Jr.
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Paul C. Schorr IV Director August 24, 2000
---------------------------
Paul C. Schorr IV
/s/ Ronald W. Shelly
--------------------------- Director August 24, 2000
Ronald W. Shelly
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