- Written communication relating to an issuer or third party (SC TO-C)
April 30 2009 - 12:23PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.
(Name of Subject Company (Issuer) and Filing Persons (Offeror))
Common stock, $0.01 par value
(Title of Class of Securities)
303726103
(CUSIP Number of Class of Securities (Underlying Common Stock))
Paul D.
Delva
Senior Vice President, General Counsel and Secretary
Fairchild Semiconductor International, Inc.
82 Running Hill Road
South Portland, Maine 04106
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing
persons)
Copies to:
Ronald O. Mueller, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, NW
Washington, DC 20036
(202) 955-8500
CALCULATION OF
FILING FEE
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Transaction Valuation
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Amount of Filing Fee*
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N/A
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N/A
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*
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Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the
commencement of a tender offer.
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¨
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
N/A
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Form or Registration No.:
N/A
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Filing Party:
N/A
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Date Filed:
N/A
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x
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
¨
third-party tender offer subject to Rule 14d-1.
x
issuer tender offer subject to Rule 13e-4.
¨
going-private transaction subject to Rule 13e-3.
¨
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:
¨
On April 3, 2009, Fairchild Semiconductor International, Inc. (the Company) filed a Definitive Proxy
Statement for the Annual Stockholders Meeting of the Company to be held on May 6, 2009, which contains, among other things, a proposal submitted to the Companys stockholders to approve a stock option exchange program for employees
other than the Companys executive officers and directors (the Proposed Stock Option Exchange Program). In connection with the Proposed Stock Option Exchange Program, the Company is herewith filing an email to certain employees,
dated April 30, 2009, from Kevin London, Senior Vice President of Corporate Human Resources, regarding the Proposed Stock Option Exchange Program.
The Stock Option Exchange Program has not yet commenced. The Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (SEC) upon the commencement of the Stock Option Exchange
Program. Persons who are eligible to participate in the Stock Option Exchange Program should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available, because they will contain important
information about the Stock Option Exchange Program.
Option holders will be able to obtain the written materials described above and other
documents filed by the Company with the SEC free of charge from the SECs website at www.sec.gov. In addition, option holders may obtain free copies of the documents filed by the Company with the SEC by visiting the Companys investor
relations web site at http://investor.fairchildsemi.com and clicking on SEC Filings.
Item 12. Exhibits
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Exhibit Number
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Description
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99.1
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Email to certain employees, dated April 30, 2009, from Kevin London, Senior Vice President of Corporate Human Resources, regarding the Proposed Stock Option Exchange Program.
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