content: <PAGE>
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 2002.
                                                    REGISTRATION NO. 333-
  ================================================================================
  
                         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)
  
          DELAWARE               82 RUNNING HILL ROAD            04-3363001
  (State of Incorporation)    SOUTH PORTLAND, MAINE 04106     (I.R.S. Employer
                           (Address of principal executive  Identification Number)
                                 offices) (Zip Code)
  
                               FAIRCHILD SEMICONDUCTOR
                             RESTATED STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                Daniel E. Boxer, Esq.
                     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)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
                                                             Proposed maximum            Proposed maximum            Amount of
  Title of securities to be      Amount to be                offering price              aggregate offering          registration fee
  registered                     registered (1)              per share (2)               price (2)                   (3)(4)
  <S>                            <C>                         <C>                         <C>                         <C>
  Class A Common Stock, par
  value $.01 per share           4,092,262 shares               $24.13                      $98,746,282                $9,084.66
  ====================================================================================================================================
  </TABLE>
  
  (1)      Plus such additional number of shares as may be issued pursuant to the
           Plan in the event of a stock dividend, stock split, recapitalization or
           other similar change in the Class A Common Stock.
  
  (2)      Estimated solely for purposes of determining the registration fee in
           accordance with Rule 457(h) promulgated under the Securities Act of
           1933 on the basis of $24.13 per share, the average of the high and low
           selling prices for shares of the registered securities on the New York
           Stock Exchange on February 7, 2002.
  
  (3)      In accordance with General Instruction E to Form S-8, a filing fee is
           being paid only with respect to the 4,092,262 securities being
           registered pursuant to this registration statement, offset by
           previously paid fees as described in Note 4 below. 5,000,000 shares of
           the registrant's Class A Common Stock to be issued and sold pursuant to
           the above-referenced plan (formerly known as the 2001 Stock Option
           Plan) were previously registered on January 12, 2001 and the
           registration fee with respect to those securities has previously been
           paid.
  
  (4)      As permitted by Rule 457(p) under the Securities Act of 1933, the
           registrant is offsetting the above-referenced amount due for this
           registration with previously paid fees associated with securities that
           will not be sold. On June 29, 2000, the registrant registered a
  <PAGE>
  total of 3,500,000 shares on a registration statement on Form S-8 (SEC File No.
  333-40412). Of those shares, 1,828,331 will not be sold under that registration
  statement and have been de-registered. Accordingly, the registrant is offsetting
  $20,868, reflecting that portion of the previously paid fee attributable to such
  de-registered shares, against the currently due filing fee for this registration
  statement. As a result, no fees are being separately paid in connection with the
  filing of this registration statement.
  <PAGE>
  REGISTRATION OF ADDITIONAL SECURITIES
  
  
           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. On January 12, 2001, the registrant
  filed a registration statement on Form S-8 (S.E.C. File No. 333-53620) to
  register 5,000,000 shares of its Class A Common Stock, which shares are to be
  issued by the registrant under the terms of the Fairchild Semiconductor Restated
  Stock Option Plan. That registration statement is effective. This registration
  statement is being filed to register 4,092,262 additional shares of the
  registrant's Class A Common Stock, which shares are to be issued under the same
  stock option plan. On or about the same time as the filing of this registration
  statement, the registrant is de-registering 1,828,331 shares under a
  registration statement for the Fairchild Semiconductor International, Inc. 2000
  Executive Stock Option Plan, which shares will not be sold under that plan.
  Accordingly, this registration statement consists only of the facing page of the
  registration statement, this paragraph, the signature page, an opinion of
  counsel and required consents. The contents of the earlier registration
  statement on Form S-8 (S.E.C. File No. 333-53620), filed January 12, 2001, are
  incorporated in this registration statement by reference.
  <PAGE>
                                     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 13,
  2002.
  
  
  
                                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
  
  
  
                                   By:      /s/ Daniel E. Boxer
                                            ---------------------------
                                            Daniel E. Boxer
                                            Executive Vice President and
                                            General Counsel
  
  
                                  POWER OF ATTORNEY
  
           KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
  signature appears below, except David A. Henry, constitutes and appoints Daniel
  E. Boxer and Matthew W. Towse, 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 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.
  
  
  <TABLE>
  <CAPTION>
          Signature                       Title                             Date
  <S>                         <C>                                    <C>
                              Chairman, President and
  /s/ Kirk P. Pond            Chief Executive Officer, and Director  February 13, 2002
  --------------------------  (principal executive officer)
  Kirk P. Pond
  
  
                              Executive Vice President and Chief
  /s/ Joseph R. Martin        Financial Officer, and Director        February 13, 2002
  --------------------------  (principal financial officer)
  Joseph R. Martin
  
  
                                                                     February 13, 2002
  /s/ David A. Henry          Vice President, Controller
  --------------------------  (principal accounting officer)
  David A. Henry
  
  
                                                                     February 13, 2002
  /s/ William N. Stout                 Director
  --------------------------
  William N. Stout
  </TABLE>
  <PAGE>
  <TABLE>
          Signature                       Title                             Date
  <S>                         <C>                                    <C>
                                                                     February 13, 2002
                                        Director
  --------------------------
  Richard M. Cashin, Jr.
  
  
                                                                     February 13, 2002
  /s/ Paul C. Schorr IV                Director
  --------------------------
  Paul C. Schorr IV
  
  
                                                                     February 13, 2002
  /s/ Ronald W. Shelly                 Director
  --------------------------
  Ronald W. Shelly
  
  
                                                                     February 13, 2002
  /s/ Charles M. Clough                Director
  --------------------------
  Charles M. Clough
  
  
                                                                     February 13, 2002
                                       Director
  --------------------------
  William T. Comfort III
  </TABLE>
  <PAGE>
  <TABLE>
  <CAPTION>
  Exhibit
  Number            Description
  -------           -----------
  <S>               <C>
  5                 Opinion of Counsel.
  
  23.1              Consent of KPMG LLP.
  
  23.2              Consent of Counsel (included in Exhibit 5).
  
  24                Powers of Attorney (included on signature page).
  </TABLE>
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metadata_filer: {"company-data": {"conformed-name": "FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC", "cik": "0001036960", "assigned-sic": "3674", "irs-number": "043363001", "state-of-incorporation": "DE", "fiscal-year-end": "1226"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82694", "film-number": "02541894"}, "business-address": {"street1": "82 RUNNING HILL RD", "city": "SOUTH PORTLAND", "state": "ME", "zip": "04106", "phone": "2077758100"}, "mail-address": {"street1": "82 RUNNING HILL RD", "city": "SOUTH PORTLAND", "state": "ME", "zip": "04106"}, "former-company": {"former-conformed-name": "FSC SEMICONDUCTOR CORP", "date-changed": "19970424"}}
text: AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 2002.
                                                    REGISTRATION NO. 333-
  ================================================================================
  
                         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)
  
          DELAWARE               82 RUNNING HILL ROAD            04-3363001
  (State of Incorporation)    SOUTH PORTLAND, MAINE 04106     (I.R.S. Employer
                           (Address of principal executive  Identification Number)
                                 offices) (Zip Code)
  
                               FAIRCHILD SEMICONDUCTOR
                             RESTATED STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                Daniel E. Boxer, Esq.
                     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)
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
                                                             Proposed maximum            Proposed maximum            Amount of
  Title of securities to be      Amount to be                offering price              aggregate offering          registration fee
  registered                     registered (1)              per share (2)               price (2)                   (3)(4)
  Class A Common Stock, par
  value $.01 per share           4,092,262 shares               $24.13                      $98,746,282                $9,084.66
  ====================================================================================================================================
  (1)      Plus such additional number of shares as may be issued pursuant to the
           Plan in the event of a stock dividend, stock split, recapitalization or
           other similar change in the Class A Common Stock.
  
  (2)      Estimated solely for purposes of determining the registration fee in
           accordance with Rule 457(h) promulgated under the Securities Act of
           1933 on the basis of $24.13 per share, the average of the high and low
           selling prices for shares of the registered securities on the New York
           Stock Exchange on February 7, 2002.
  
  (3)      In accordance with General Instruction E to Form S-8, a filing fee is
           being paid only with respect to the 4,092,262 securities being
           registered pursuant to this registration statement, offset by
           previously paid fees as described in Note 4 below. 5,000,000 shares of
           the registrant's Class A Common Stock to be issued and sold pursuant to
           the above-referenced plan (formerly known as the 2001 Stock Option
           Plan) were previously registered on January 12, 2001 and the
           registration fee with respect to those securities has previously been
           paid.
  
  (4)      As permitted by Rule 457(p) under the Securities Act of 1933, the
           registrant is offsetting the above-referenced amount due for this
           registration with previously paid fees associated with securities that
           will not be sold. On June 29, 2000, the registrant registered a
  total of 3,500,000 shares on a registration statement on Form S-8 (SEC File No.
  333-40412). Of those shares, 1,828,331 will not be sold under that registration
  statement and have been de-registered. Accordingly, the registrant is offsetting
  $20,868, reflecting that portion of the previously paid fee attributable to such
  de-registered shares, against the currently due filing fee for this registration
  statement. As a result, no fees are being separately paid in connection with the
  filing of this registration statement.
  REGISTRATION OF ADDITIONAL SECURITIES
  
           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. On January 12, 2001, the registrant
  filed a registration statement on Form S-8 (S.E.C. File No. 333-53620) to
  register 5,000,000 shares of its Class A Common Stock, which shares are to be
  issued by the registrant under the terms of the Fairchild Semiconductor Restated
  Stock Option Plan. That registration statement is effective. This registration
  statement is being filed to register 4,092,262 additional shares of the
  registrant's Class A Common Stock, which shares are to be issued under the same
  stock option plan. On or about the same time as the filing of this registration
  statement, the registrant is de-registering 1,828,331 shares under a
  registration statement for the Fairchild Semiconductor International, Inc. 2000
  Executive Stock Option Plan, which shares will not be sold under that plan.
  Accordingly, this registration statement consists only of the facing page of the
  registration statement, this paragraph, the signature page, an opinion of
  counsel and required consents. The contents of the earlier registration
  statement on Form S-8 (S.E.C. File No. 333-53620), filed January 12, 2001, are
  incorporated in this registration statement by reference.
  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 13,
  2002.
  
                                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
  
                                   By:      /s/ Daniel E. Boxer
                                            ---------------------------
                                            Daniel E. Boxer
                                            Executive Vice President and
                                            General Counsel
  
                                  POWER OF ATTORNEY
  
           KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
  signature appears below, except David A. Henry, constitutes and appoints Daniel
  E. Boxer and Matthew W. Towse, 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 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.
  Signature                       Title                             Date
  Chairman, President and
  /s/ Kirk P. Pond            Chief Executive Officer, and Director  February 13, 2002
  --------------------------  (principal executive officer)
  Kirk P. Pond
  
                              Executive Vice President and Chief
  /s/ Joseph R. Martin        Financial Officer, and Director        February 13, 2002
  --------------------------  (principal financial officer)
  Joseph R. Martin
  
                                                                     February 13, 2002
  /s/ David A. Henry          Vice President, Controller
  --------------------------  (principal accounting officer)
  David A. Henry
  
                                                                     February 13, 2002
  /s/ William N. Stout                 Director
  --------------------------
  William N. Stout
  Signature                       Title                             Date
  February 13, 2002
                                        Director
  --------------------------
  Richard M. Cashin, Jr.
  
                                                                     February 13, 2002
  /s/ Paul C. Schorr IV                Director
  --------------------------
  Paul C. Schorr IV
  
                                                                     February 13, 2002
  /s/ Ronald W. Shelly                 Director
  --------------------------
  Ronald W. Shelly
  
                                                                     February 13, 2002
  /s/ Charles M. Clough                Director
  --------------------------
  Charles M. Clough
  
                                                                     February 13, 2002
                                       Director
  --------------------------
  William T. Comfort III
  Exhibit
  Number            Description
  -------           -----------
  5                 Opinion of Counsel.
  
  23.1              Consent of KPMG LLP.
  
  23.2              Consent of Counsel (included in Exhibit 5).
  
  24                Powers of Attorney (included on signature page).