- Securities Registration: Employee Benefit Plan (S-8)
February 27 2009 - 2:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 27, 2009.
Registration No. 333-
UNITED STATES
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)
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Delaware
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82 Running Hill Road
South Portland, Maine 04106
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04-3363001
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(State of Incorporation)
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(Address of principal executive offices)
(Zip Code)
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(I.R.S. Employer
Identification Number)
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FAIRCHILD SEMICONDUCTOR 2007 STOCK PLAN
(Full Title of the Plan)
Paul D.
Delva
Senior Vice President, General Counsel and Secretary
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)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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CALCULATION OF REGISTRATION
FEE
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Title of securities to be registered
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Amount to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration
fee (3), (4)
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Common Stock, par value $.01 per share
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2,621,760 shares
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$3.25
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$8,520,720
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$334.86
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), there is also being registered such additional number of shares of common
stock, par value $.01 per share (Common Stock), of Fairchild Semiconductor International, Inc. (the Company) as may be issued pursuant to the Fairchild Semiconductor 2007 Stock Plan (the Plan) to prevent dilution
in the event of a stock dividend, stock split, recapitalization or other similar change in the Common Stock, and any other securities with respect to which the outstanding shares are converted or exchanged.
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(2)
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Estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) promulgated under the Securities Act on the basis of the average of the high and low
selling prices for shares of Common Stock on the New York Stock Exchange on February 24, 2009, which was $3.25.
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(3)
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In accordance with General Instruction E to Form S-8, a filing fee is being paid only with respect to the additional securities being registered under the Plan pursuant to this
registration statement. Shares of the Companys Common Stock to be issued and sold pursuant to the Plan were previously registered by the Company with the Commission on January 23, 2008 (File no. 333-148809) and the registration fee with
respect to those shares was paid at such time.
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(4)
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In accordance with Rule 457(p) of the Securities Act, the entire filing fee of $334.86 is being offset and paid from the remaining $1,776.00 of the registration fee that was paid
and unused in connection with the registrants Form S-8 related to the Fairchild Semiconductor Stock Plan filed with the Commission on January 23, 2007 (File no. 333-140145), and which is being applied against the total registration fee
required hereunder.
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Registration of Additional Securities
On May 7, 2008, the stockholders of Fairchild Semiconductor International, Inc. (the Company) approved an amendment to the Fairchild
Semiconductor 2007 Stock Plan (the Plan), authorizing the issuance of an additional 2,621,760 shares of common stock, par value $.01 per share (Common Stock) under the Plan.
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. Accordingly, this registration statement consists only of the facing page of the registration statement, this
paragraph, the interests of named experts and counsel, the signature page, an opinion of counsel and required consents. The contents of the earlier registration statement on Form S-8 (File no. 333-148809) are incorporated in this registration
statement by reference.
Item 5.
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Interests of Named Experts and Counsel.
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Certain
legal matters with respect to the validity of the Common Stock registered hereby have been passed upon for the Company by Paul D. Delva, Senior Vice President, General Counsel and Secretary of the Company. Mr. Delva is employed by the Company
and is eligible to receive awards under the Plan from time to time.
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 February 27, 2009.
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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
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By:
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/s/ Paul D. Delva
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Paul D. Delva
Senior Vice President, General Counsel
and Secretary
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POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, except Robin A. Sawyer, constitutes and appoints Paul D. Delva
and Robin A. Sawyer, 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 or her 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
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Title
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Date
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/s/ Mark S. Thompson
Mark S. Thompson
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President and Chief Executive Officer,
Chairman of the
Board and Director
(principal executive officer)
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February 27, 2009
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/s/ Mark S. Frey
Mark S. Frey
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Executive Vice President and Chief
Financial Officer
(principal financial
officer)
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February 27, 2009
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/s/ Robin A. Sawyer
Robin A. Sawyer
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Vice President, Corporate Controller
(principal
accounting officer)
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February 27, 2009
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/s/ Charles P. Carinalli
Charles P. Carinalli
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Director
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February 27, 2009
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Signature
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Title
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Date
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/s/ Robert F. Friel
Robert F. Friel
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Director
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February 27, 2009
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/s/ Anthony Lear
Anthony Lear
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Director
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February 27, 2009
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/s/ Thomas L. Magnanti
Thomas L. Magnanti
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Director
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February 27, 2009
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/s/ Kevin J. McGarity
Kevin J. McGarity
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Director
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February 27, 2009
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/s/ Bryan R. Roub
Bryan R. Roub
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Director
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February 27, 2009
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/s/ Ronald W. Shelly
Ronald W. Shelly
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Director
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February 27, 2009
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Exhibit
Number
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Description
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5
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Opinion of Counsel.
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23.1
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Consent of Counsel (included in Exhibit 5).
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23.2
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Consent of KPMG LLP.
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24
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Powers of Attorney (included on signature page).
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