FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC
8-K, 2000-06-01
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 30, 2000



                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                   -------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                    <C>                    <C>
           DELAWARE                        001-15181             04-3363001
(State or other jurisdiction of        (Commission File       (I.R.S. Employer
 incorporation or organization)             Number)          Identification No.)
</TABLE>



                              82 RUNNING HILL ROAD
                           SOUTH PORTLAND, MAINE 04106
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (207) 775-8100



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ITEM 5.  OTHER EVENTS

         On May 30, 2000 Fairchild Semiconductor International, Inc.
("Fairchild") announced the completion of its acquisition of QT Optoelectronics,
Inc. Further information is included in Fairchild's press release incorporated
herein by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

c)       Exhibits

              99.1     Press Release dated May 30, 2000


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                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     Fairchild Semiconductor International, Inc.


         Date:  June 1, 2000         By: /s/ David A. Henry
                                     -------------------------------------------
                                         David A. Henry
                                         Vice President, Corporate Controller
                                         (Principal Accounting Officer and
                                         Duly Authorized Officer)



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