Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-75678 and 333-75678-05
PROSPECTUS SUPPLEMENT NO. 8
TO PROSPECTUS DATED JANUARY 25, 2002
$200,000,000 AGGREGATE PRINCIPAL AMOUNT OF
5% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2008
ISSUED BY FAIRCHILD SEMICONDUCTOR CORPORATION
AND
6,666,666 SHARES OF THE CLASS A COMMON STOCK
OF FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement no. 8 relates to the resale by the selling
holders of 5% Convertible Senior Subordinated Notes Due 2008 issued by Fairchild
Semiconductor Corporation and the shares of Class A common stock of Fairchild
Semiconductor International, Inc. issuable upon the conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated January 25, 2002, which is to be delivered with this prospectus
supplement.
The following table contains information as of July 30, 2002 with respect
to certain selling holders and the principal amount of notes beneficially owned
by each of the selling holders listed herein that may be offered using the
prospectus and this prospectus supplement. All information in the following
table is based on information provided by or on behalf of the selling holders
and may have changed as of the date hereof. As to those selling holders that are
listed in both the prospectus and this prospectus supplement, information listed
in this prospectus supplement reflects updated information received from such
selling holder prior to the date hereof. Because the selling holders may,
pursuant to the prospectus and this prospectus supplement, offer all or a
portion of their notes or the common stock issuable upon conversion of the
notes, we cannot estimate the amount of the notes or common stock issuable upon
conversion of the notes that will be held by the selling holders upon the
termination of any particular offering. The column showing ownership after
completion of the offering assumes that the selling holders will sell all of the
securities offered by the prospectus and this prospectus supplement. The selling
holders listed in the table may have sold or transferred, in transactions exempt
from the registration requirements of the Securities Act, some or all of their
notes since the date on which the information in the table is presented.
Information about the selling holders may change over time. Any change in this
information will be set forth in prospectus supplements, if required.
One of the selling holders, Credit Suisse First Boston Corporation, or its
affiliates have provided financial advisory, investment banking and general
financing and banking services for us and our affiliates during the past three
years, including serving in the following capacities:
* lead manager of the October 2001 private placement of the 5%
convertible senior subordinated notes being offered by the
accompanying prospectus and this prospectus supplement;
* lead managing underwriter of the initial public offering of our Class
A common stock in August 1999, and of our follow-on public stock
offerings in January 2000 and May 2002;
* lead manager of the private placement of our 10 1/2% senior
subordinated notes in January 2001; and
* a lender and the lead arranger and administrative agent of our senior
credit facilities, under which we may borrow up to $300 million on a
revolving basis.
Otherwise, none of the selling holders or any of its affiliates, officers,
directors or principal equity holders has held any position or office or has had
any material relationship with us or our affiliates within the past three years.
SELLING HOLDERS
The following table sets forth information with respect to the selling
holders of the notes and the respective principal amount of the notes
beneficially owned by each selling holder that may be offered pursuant to the
accompanying prospectus and this prospectus supplement.
PRINCIPAL
PRINCIPAL PRINCIPAL AMOUNT OF
AMOUNT OF AMOUNT OF NOTES HELD
NOTES NOTES OFFERED AFTER THIS
SELLING HOLDER CURRENTLY HELD HEREBY OFFERING
- -------------- -------------- ------ --------
Credit Suisse First Boston Corporation........................$ 44,000 $ 44,000 $ 0
WPG Convertible Arbitrage Overseas Master Fund, L.P...........$ 2,000,000 $ 2,000,000 $ 0
Total...................................................$ 2,044,000 $ 2,044,000 $ 0
INVESTING IN THESE SECURITIES INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 4 OF THE ACCOMPANYING PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement is July 30, 2002.