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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 2000.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333 WESTERN AVENUE 04-3363001
(State of Incorporation) SOUTH PORTLAND, MAINE 04106 (I.R.S. Employer
(Address of principal executive Identification
offices) (Zip Code) Number)
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
DANIEL E. BOXER, ESQ.
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
333 WESTERN AVENUE, M.S. 01-00
SOUTH PORTLAND, MAINE 04106
(Name and address of agent for service)
(207) 775-8100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of securities to be Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
registered registered (1) price per share (2) offering price (2) registration
fee
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Class A Common Stock, par
value $.01 per share 4,000,000 shares $39.35 $157,400,000 $41,553.60
===================================================================================================================================
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(1) Plus such additional number of shares as may be available for
purchase pursuant to the Plan in the event of a stock dividend, stock
split, recapitalization or other similar change in the Class A Common
Stock.
(2) 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 the average of the high and low selling prices of the
Class A Common Stock on the New York Stock Exchange on March 1, 2000.
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PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended, is not required to be filed with the Securities and Exchange
Commission and is omitted from this registration statement in accordance with
the explanatory note to Part I of Form S-8 and Rule 428 under the Securities
Act.
2
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which we have filed with the Securities and
Exchange Commission, are incorporated by reference into this registration
statement:
(a) Our annual report on Form 10-K for the fiscal year ended May 30,
1999, filed with the SEC on August 27, 1999 (File No. 001-15181);
(b) All reports we have filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 since May 30, 1999; and
(c) The description of our Class A Common Stock contained in our
registration statement on Form 8-A (SEC File No. 001-15181), filed July 26,
1999, which incorporates by reference the section entitled "Description of
Capital Stock" in the prospectus contained in our registration statement on Form
S-1 (SEC File No. 333-78557), filed May 14, 1999, as amended, and including any
amendment or report filed for the purpose of updating such description.
In addition, all documents that we subsequently file with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing with the SEC of a post-effective amendment to this
registration statement that (1) indicates that all shares of Class A Common
Stock registered on this registration statement have been sold or (2) effects
the deregistration of the balance of such shares then remaining unsold shall be
deemed to be incorporated in this registration statement by reference and to be
a part of this registration statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides in relevant
part that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
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right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.
Section 145 also provides that to the extent a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above, or defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Furthermore, Section 145 provides that nothing in the above-described
provisions shall be deemed exclusive of any other rights to indemnification or
advancement of expenses to which any person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
Our Bylaws provide for the indemnification of any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") by reason of the fact that such person is or was
a director or officer of our company or a constituent corporation absorbed in a
consolidation or merger, or is or was serving at the request of our company or a
constituent corporation absorbed in a consolidation or merger, as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or is or was a director or officer of our company serving at its
request as an administrator, trustee or other fiduciary of one or more of the
employee benefit plans of our company or other enterprise, against expenses
(including attorneys' fees), liability and loss actually and reasonably incurred
or suffered by such person in connection with such proceeding, whether or not
the indemnified liability arises or arose from any threatened, pending or
completed proceeding by or in the right of our company, except to the extent
that such indemnification is prohibited by applicable law. Our Bylaws also
provide that such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled as a matter of law or under
any bylaw, agreement, vote of stockholders or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law provides that a
corporation may in its certificate of incorporation eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director except for
liability: for any breach of the director's duty of loyalty to the corporation
or its stockholders; for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; under Section 174 of the
Delaware General Corporation Law (pertaining to certain prohibited acts
including unlawful payment of dividends or unlawful purchase or redemption of
the corporation's capital stock); or for any transaction from which the director
derived an improper personal benefit. Our Restated Certificate of Incorporation
contains a provision so limiting the personal liability of our directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
NUMBER DESCRIPTION
4 The relevant portions of our Restated Certificate of
Incorporation defining the rights of holders of Class A Common
Stock (incorporated by reference to the registrant's annual
report on Form 10-K for its fiscal year ended May 30, 1999,
filed August 27, 1999 (File No. 001-15181)).
5 Not applicable.
15 Not applicable.
23 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
[The remainder of this page is left blank intentionally.]
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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 March 6,
2000.
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
By: /s/ Daniel E. Boxer
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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, other than 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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SIGNATURE TITLE DATE
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<S> <C> <C>
Chairman, President and
/s/ Kirk P. Pond Chief Executive Officer, and Director March 6, 2000
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Kirk P. Pond
Executive Vice President and Chief
/s/ Joseph R. Martin Financial Officer, and Director March 6, 2000
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Joseph R. Martin
/s/ David A. Henry Vice President, Controller March 6, 2000
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David A. Henry
/s/ William N. Stout Director March 6, 2000
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William N. Stout
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<S> <C> <C>
Director March 6, 2000
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Richard M. Cashin, Jr.
/s/ Paul C. Schorr IV Director March 6, 2000
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Paul C. Schorr IV
Director March 6, 2000
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Ronald W. Shelly
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Exhibit 23
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The Board of Directors
Fairchild Semiconductor International, Inc.:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our reports dated June 30, 1999, except as to Note 20, which is as
of August 9, 1999, with respect to the consolidated balance sheets of Fairchild
Semiconductor International, Inc. and Subsidiaries as of May 30, 1999 and May
31, 1998, and the related consolidated statements of operations and
stockholders' equity (deficit) for each of the years in the three-year period
ended May 30, 1999, and the related consolidated statements of cash flows for
the years ended May 30, 1999 and May 31, 1998, and the related schedules, which
reports appear in the Annual Report on Form 10-K of Fairchild Semiconductor
International, Inc. for the year ended May 30, 1999.
As discussed in Note 18 to the financial statements, the Company changed its
method of accounting for business process reengineering costs in 1998 to adopt
the provisions of the Emerging Issues Task Force Issue 97-13, "Accounting for
Business Process Reengineering Costs."
/s/ KPMG LLP
Boston, Massachusetts
March 6, 2000
