<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 2000.
REGISTRATION NO. 333-84747
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 333 WESTERN AVENUE 04-3363001
(State of Incorporation) SOUTH PORTLAND, MAINE 04106 (I.R.S. Employer
(Address of principal executive offices) (Zip Code) Identification Number)
</TABLE>
FAIRCHILD NSC DEFERRED COMPENSATION 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)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=============================================================================================================================
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
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par
value $.01 per share 435,520 shares $33.1875 $14,453,820 $3,815.81
=============================================================================================================================
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(1) In accordance with General Instruction E to Form S-8, a filing fee is being
paid only with respect to the 435,520 additional securities being
registered pursuant to this Amendment No. 1 to this registration statement.
346,933 shares of the registrant's Class A Common Stock were previously
registered in the initial filing of this registration statement and the
registration fee with respect to those securities has previously been paid.
(2) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) and Rule 457(c) promulgated under the
Securities Act of 1933 on the basis of $33.1875 per share, the average of
the high and low prices reported in the consolidated reporting system of
the New York Stock Exchange for January 31, 2000. .
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
In accordance with General Instruction E to Form S-8, this Amendment No. 1
to this registration statement on Form S-8 is being filed solely to register
435,520 additional shares of the registrant's Class A Common Stock, which shares
are to be paid by the Fairchild NSC Deferred Compensation Plan in accordance
with the terms of that plan. Accordingly, this filing consists only of the
facing page of the registration statement, this paragraph, the signature page
and required consents. The contents of the initial filing of the registration
statement on Form S-8 to which this amendment relates (S.E.C. File No.
333-84747), filed August 6, 1999, are incorporated in this filing 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
Amendment No. 1 to 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 February 4, 2000.
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
By: /s/ Daniel E. Boxer
--------------------------------------------
Daniel E. Boxer
Executive Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to 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
- ---------------------- Chief Executive Officer, and Director
Kirk P. Pond (principal executive officer)
* Executive Vice President and Chief
- --------------------- Financial Officer, and Director
Joseph R. Martin (principal financial officer)
/s/ David A. Henry Vice President, Controller February 4, 2000
- --------------------- (principal accounting officer)
David A. Henry
* Director
- ---------------------
William N. Stout
* Director
- ---------------------
Richard M. Cashin, Jr.
* Director
- ---------------------
Paul C. Schorr IV
* Director
- ---------------------
Ronald W. Shelly
*By: /s/ Daniel E. Boxer February 4, 2000
--------------------------
Daniel E. Boxer
Attorney-in-Fact
</TABLE>
<PAGE> 4
[KPMG LLP Letterhead]
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, with respect to the consolidated
balance sheets of Fairchild Semiconductor International, Inc. as of May 31, 1998
and May 30, 1999, 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 31, 1998 and May 30, 1999, and the related schedules, which
reports appear in the Company's Registration Statement (No. 333-78557) on Form
S-1.
As discussed in Note 18 to the May 30, 1999 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."
We also consent to the incorporation by reference in this Registration Statement
on Form S-8 of our reports dated June 16, 1998, except as to Note 19, which is
as of July 20, 1998, with respect to the consolidated balance sheets of
Fairchild Semiconductor International, Inc. as of May 31, 1998 and May 25, 1997,
and the related consolidated and combined statements of operations and
stockholders' equity (deficit) for each of the years in the three-year period
ended May 31, 1998, and the related consolidated statement of cash flows for the
year ended May 31, 1998, and the related schedules, which reports appear in the
Company's 1998 Annual Report on Form 10-K.
As discussed in Note 19 to the May 31, 1998 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."
We also consent to the reference to our firm under the heading "Experts" in this
Registration Statement on Form S-8.
/s/ KPMG LLP
Boston, Massachusetts
February 3, 2000
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[KPMG LLP Letterhead]
The Board of Directors
Fairchild Semiconductor Corporation of California
(formerly known as Raytheon Semiconductor, Inc.):
We consent to the incorporation by reference in this Registration Statement on
Form S-8 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 the Registration Statement (No. 333-78557) on Form S-1 of Fairchild
Semiconductor International, Inc.
We also consent to the reference to our firm under the heading "Experts" in this
Registration Statement on Form S-8.
/s/ KPMG LLP
Mountain View, California
February 3, 2000
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[Samil Accounting Corporation Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 333-84747) of Fairchild Semiconductor International,
Inc. of our report dated February 24, 1999 relating to the financial statements
of the Power Device Business of Samsung Electronics Co., Ltd., which appear in
such Registration Statement. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
/s/ Samil Accounting Corporation
Samil Accounting Corporation
Seoul, Korea
February 2, 2000
