FAIRCHILD SEMICONDUCTOR CORP
8-K, 1997-11-26
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):   November  26, 1997

                         FAIRCHILD SEMICONDUCTOR CORPORATION 
                (Exact name of registrant as specified in its charter)

    Delaware                           333-26897             77-0449095
 (State or other jurisdiction of   (Commission File      (I.R.S. Employer
 incorporation or organization)       Number)            Identification No.)

                         333 Western Avenue, Mail Stop 01-00
                             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 November 26, 1997, Fairchild Semiconductor announced it has signed an 
agreement to purchase Raytheon Electronics Semiconductor, a division of 
Raytheon Corporation. Further information is included in the Registrant's 
press release incorporated herein by reference.  

Item 7.  Financial Statements and Exhibits 

    c)    Exhibits

           99    Press Release dated November 26, 1997

    . 

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<PAGE>

                              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 Corporation

                                            
    Date:  November 26, 1997      By: /s/ Joseph R. Martin
                                     -----------------------------
                                  Joseph R. Martin
                                  Executive Vice President, Finance
                                  Chief Financial Officer


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<PAGE>

                                      Exhibit 99
                                           

FOR IMMEDIATE RELEASE                         Fairchild Contact: Fran Harrison
November 26, 1997                                     Corporate Communications
                                                       Fairchild Semiconductor
                                                                (207) 775-8576
                                        email: [email protected]


                                                    BBL Contact: Frank Mainero
                                                            Executive Director
                                                               BBL Advertising
                                                                (978) 263-2255
                                                        email: [email protected]


Press Release


                     FAIRCHILD SEMICONDUCTOR ANNOUNCES 
                      AGREEMENT TO PURCHASE RAYTHEON 
                        ELECTRONICS SEMICONDUCTOR

    The acquisition will provide Fairchild entry into the analog and mixed 
                      signal technologies businesses

South Portland, ME - Fairchild Semiconductor Corporation today announced it 
has signed an agreement to acquire Raytheon Electronics Semiconductor, a 
division of the Raytheon Company, for approximately $120 million in cash.

The purchase will provide Fairchild entry into the analog and mixed signal
technologies markets to complement Fairchild's product portfolio of high
performance multi-market semiconductors in logic, non-volatile memory, and
discrete power and signal technologies.  

"The purchase of Raytheon Semiconductor gives Fairchild the nucleus upon which
to build a strong analog and mixed signal technologies business," says Kirk
Pond, president and CEO of Fairchild. "This addition provides a key piece in
Fairchild's strategy to be the premier multi-market supplier of high performance
semiconductor products to the world. As with our other businesses, we will
aggressively invest in research and development efforts. 

                              - more - 


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FAIRCHILD SEMICONDUCTOR ANNOUNCES AGREEMENT 
TO PURCHASE RAYTHEON ELECTRONICS SEMICONDUCTOR
    Page 2


"Many of our customers have requested that we add analog products to our
portfolio. I am pleased that we can take this first step only eight months after
becoming an independent company, " he adds. "Our 50,000 customers worldwide have
embraced the concept of a semiconductor company focused solely on high
performance standard semiconductor products.

"The acquisition of Raytheon Semiconductor is a clear affirmation of our
strategy to grow through consolidation and acquisition," Pond says. "This
purchase clearly establishes Fairchild's role as the consolidator of
multi-market semiconductor businesses." 

The transaction is expected to be completed by December 31, 1997, subject to
governmental approval.

Raytheon Semiconductor designs, manufactures and markets high performance analog
and mixed signal integrated circuits for the personal computer, communications,
broadcast video and industrial markets. Raytheon Semiconductor enjoys a strong,
growing position in selected segments of the rapidly expanding PC, digital
video, and set-top box markets. It is one of the top three suppliers of critical
DC-to-DC converters for PCs and is the leading provider of video processing ICs
for the growing broadcast video market.  It is also the largest supplier of
ground-fault interrupters (GFI) in the North American market. The company
employs approximately 420 in Mountain View and San Diego, California.  

Fairchild Semiconductor Corporation is the leading supplier of high performance
standard logic, non-volatile memory and discrete power and signal technologies
semiconductors for the personal systems, telecommunications, consumer,
industrial and automotive markets. Fairchild maintains its worldwide
headquarters in South Portland, Maine, with additional design and manufacturing
facilities in West Jordan, Utah and Santa Clara, California and assembly/test
facilities in Penang, Malaysia and Cebu, Philippines.  Fairchild Semiconductor
employs approximately 6,500 worldwide.




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