Fairchild Semiconductor International (FCS) 8-K Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

UNITED STATES

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):  12/11/2013

Fairchild Semiconductor International, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  001-15181

Delaware	043363001
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

3030 Orchard Parkway

San Jose, California 95134

(Address of principal executive offices, including zip code)

408-822-2000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.05.    Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

On December 11, 2013, we approved several amendments to our Code of Business Conduct and Ethics. These amendments were required as a result of the Company's recent move to the NASDAQ Stock Market. The amended and restated Code is attached hereto and is incorporated as Exhibit 14.01 and can also be found on the Company's website at www.fairchildsemi.com in the Investor Relations section under the Corporate Governance tab.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.         Description

14.01               Code of Business Conduct and Ethics

SIGNATURES

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 hereunto duly authorized.

		Fairchild Semiconductor International, Inc.
Date: December 17, 2013	By:	/s/    Paul D. Delva
		Paul D. Delva
		Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
EX-14.01	Code of Business Conduct and Ethics