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
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| Date of Report (Date of Earliest Event Reported): | | February 8, 2005 |
Fairchild Semiconductor International, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 001-15181 | 043363001 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 82 Running Hill Road, South Portland, Maine | | 04106 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 207-775-8100 |
Not Applicable
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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 1.01. Entry into a Material Definitive Agreement.
On February 8, 2005 our wholly owned subsidiary Fairchild Semiconductor Corporation (the "Company") entered into amendments to its employment agreements with Kirk P. Pond, Chairman, President and Chief Executive Officer; Joseph R. Martin, Vice Chairman and Senior Executive Vice President; and Daniel E. Boxer, Senior Executive Vice President and Corporate Secretary. Under each of the amendments, the executive's employment term has been extended from the prior expiration date of March 11, 2005 to June 15, 2005, plus or minus 60 days from that date as determined by the executive and our board of directors, consistent with the Company's succession plan. The amendments also include certain amendments to comply with the American Jobs Creation Act of 2004. Each of the agreements is attached as an exhibit to this current report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
c) Exhibits
10.01 Amendment No. 2 to Employment Agreement, dated as of February 8, 2005, between Fairchild Semiconductor Corporation and Kirk P. Pond.
10.02 Amendment to Employment Agreement, dated as of February 8, 2005, between Fairchild Semiconductor Corporation and Joseph R. Martin.
10.03 Amendment to Employment Agreement, dated as of February 8, 2005, between Fairchild Semiconductor Corporation and Daniel E. Boxer.
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.
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| | | Fairchild Semiconductor International, Inc. |
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| February 8, 2005 | | By: | | Paul D. Delva
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| | | | | Name: Paul D. Delva |
| | | | | Title: Vice President and General Counsel |
Exhibit Index
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| Exhibit No. | | Description |
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|
10.01 | | Amendment No. 2 to Employment Agreement, dated as of February 8, 2005, between Fairchild Semiconductor Corporation and Kirk P. Pond. |
10.02 | | Amendment to Employment Agreement, dated as of February 8, 2005, between Fairchild Semiconductor Corporation and Joseph R. Martin. |
10.03 | | Amendment to Employment Agreement, dated as of February 8, 2005, between Fairchild Semiconductor Corporation and Daniel E. Boxer. |
