content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 2000.
                                                             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                  333 WESTERN AVENUE              04-3363001
  (State of Incorporation)     SOUTH PORTLAND, MAINE 04106      (I.R.S. Employer
                             (Address of principal executive     Identification
                                   offices) (Zip Code)               Number)
  
  
                     FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                                DANIEL E. BOXER, ESQ.
                     FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                           333 WESTERN AVENUE, M.S. 01-00
                             SOUTH PORTLAND, MAINE 04106
                       (Name and address of agent for service)
                                   (207) 775-8100
            (Telephone number, including area code, of agent for service)
  
  
  <TABLE>
  <CAPTION>
  
                                            CALCULATION OF REGISTRATION FEE
  ===================================================================================================================================
      <S>                           <C>                     <C>                          <C>                           <C>
     Title of securities to be       Amount to be            Proposed maximum offering    Proposed maximum aggregate    Amount of
     registered                      registered (1)          price per share (2)          offering price (2)            registration
                                                                                                                        fee
  -----------------------------------------------------------------------------------------------------------------------------------
     Class A Common Stock, par
     value $.01 per share           4,000,000 shares               $39.35                     $157,400,000             $41,553.60
  
  ===================================================================================================================================
  </TABLE>
  
  (1) Plus such additional number of shares as may be available for
      purchase 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 the average of the high and low selling prices of the
      Class A Common Stock on the New York Stock Exchange on March 1, 2000.
  
  
  <PAGE>   2
  
  
  
                                       PART I.
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
  
           Information required by Part I of Form S-8 to be contained in a
  prospectus meeting the requirements of Section 10(a) of the Securities Act of
  1933, as amended, is not required to be filed with the Securities and Exchange
  Commission and is omitted from this registration statement in accordance with
  the explanatory note to Part I of Form S-8 and Rule 428 under the Securities
  Act.
  
  
  
                                         2
  <PAGE>   3
  
  
  
                                      PART II.
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
  
  
  
  ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents, which we have filed with the Securities and
  Exchange Commission, are incorporated by reference into this registration
  statement:
  
           (a) Our annual report on Form 10-K for the fiscal year ended May 30,
  1999, filed with the SEC on August 27, 1999 (File No. 001-15181);
  
           (b) All reports we have filed pursuant to Sections 13(a) or 15(d) of
  the Securities Exchange Act of 1934 since May 30, 1999; and
  
           (c) The description of our Class A Common Stock contained in our
  registration statement on Form 8-A (SEC File No. 001-15181), filed July 26,
  1999, which incorporates by reference the section entitled "Description of
  Capital Stock" in the prospectus contained in our registration statement on Form
  S-1 (SEC File No. 333-78557), filed May 14, 1999, as amended, and including any
  amendment or report filed for the purpose of updating such description.
  
           In addition, all documents that we subsequently file with the SEC
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
  of 1934 prior to the filing with the SEC of a post-effective amendment to this
  registration statement that (1) indicates that all shares of Class A Common
  Stock registered on this registration statement have been sold or (2) effects
  the deregistration of the balance of such shares then remaining unsold shall be
  deemed to be incorporated in this registration statement by reference and to be
  a part of this registration statement from the date of filing of such documents.
  
  
  
  ITEM 4.           DESCRIPTION OF SECURITIES.
  
                    Not applicable.
  
  
  
  ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                    Not applicable.
  
  
  
  ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the Delaware General Corporation Law provides in relevant
  part that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative
  (other than an action by or in the right of the corporation) by reason of the
  fact that such person is or was a director, officer, employee, or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by such person in connection with such action, suit or proceeding if
  such person acted in good faith and in a manner such person reasonably believed
  to be in or not opposed to the best interests of the corporation, and, with
  respect to any criminal action or proceeding, had no reasonable cause to believe
  such person's conduct was unlawful.
  
       In addition, Section 145 provides that a corporation may indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the
  
  <PAGE>   4
  
  right of the corporation to procure a judgment in its favor by reason of the
  fact that such person is or was a director, officer, employee or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of the corporation, or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees) actually and reasonably incurred by
  such person in connection with the defense or settlement of such action or suit
  if such person acted in good faith and in a manner such person reasonably
  believed to be in or not opposed to the best interests of the corporation and
  except that no indemnification shall be made in respect of any claim, issue or
  matter as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Delaware Court of Chancery or
  the court in which such action or suit was brought shall determine upon
  application that, despite the adjudication of liability but in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Delaware Court of Chancery or such other
  court shall deem proper.
  
       Section 145 also provides that to the extent a director, officer, employee
  or agent of a corporation has been successful on the merits or otherwise in
  defense of any action, suit or proceeding referred to above, or defense of any
  claim, issue or matter therein, he shall be indemnified against expenses
  (including attorneys' fees) actually and reasonably incurred by him in
  connection therewith.
  
       Furthermore, Section 145 provides that nothing in the above-described
  provisions shall be deemed exclusive of any other rights to indemnification or
  advancement of expenses to which any person may be entitled under any bylaw,
  agreement, vote of stockholders or disinterested directors or otherwise.
  
       Our Bylaws provide for the indemnification of any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative or
  investigative (a "proceeding") by reason of the fact that such person is or was
  a director or officer of our company or a constituent corporation absorbed in a
  consolidation or merger, or is or was serving at the request of our company or a
  constituent corporation absorbed in a consolidation or merger, as a director or
  officer of another corporation, partnership, joint venture, trust or other
  enterprise, or is or was a director or officer of our company serving at its
  request as an administrator, trustee or other fiduciary of one or more of the
  employee benefit plans of our company or other enterprise, against expenses
  (including attorneys' fees), liability and loss actually and reasonably incurred
  or suffered by such person in connection with such proceeding, whether or not
  the indemnified liability arises or arose from any threatened, pending or
  completed proceeding by or in the right of our company, except to the extent
  that such indemnification is prohibited by applicable law. Our Bylaws also
  provide that such indemnification shall not be deemed exclusive of any other
  rights to which those indemnified may be entitled as a matter of law or under
  any bylaw, agreement, vote of stockholders or otherwise.
  
       Section 102(b)(7) of the Delaware General Corporation Law provides that a
  corporation may in its certificate of incorporation eliminate or limit the
  personal liability of a director to the corporation or its stockholders for
  monetary damages for breach of fiduciary duty as a director except for
  liability: for any breach of the director's duty of loyalty to the corporation
  or its stockholders; for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law; under Section 174 of the
  Delaware General Corporation Law (pertaining to certain prohibited acts
  including unlawful payment of dividends or unlawful purchase or redemption of
  the corporation's capital stock); or for any transaction from which the director
  derived an improper personal benefit. Our Restated Certificate of Incorporation
  contains a provision so limiting the personal liability of our directors.
  
  
  
  ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.
  
                    Not applicable.
  
  
                                        II-2
  <PAGE>   5
  
  ITEM 8.           EXHIBITS.
  
  Exhibit
  NUMBER            DESCRIPTION
  
   4                The relevant portions of our Restated Certificate of
                    Incorporation defining the rights of holders of Class A Common
                    Stock (incorporated by reference to the registrant's annual
                    report on Form 10-K for its fiscal year ended May 30, 1999,
                    filed August 27, 1999 (File No. 001-15181)).
  
   5                Not applicable.
  
  15                Not applicable.
  
  23                Consent of KPMG LLP.
  
  24                Power of Attorney (included on signature page).
  
  
  
  ITEM 9.           UNDERTAKINGS.
  
  (a)      The undersigned registrant hereby undertakes:
  
           (1)      To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
                    (i)      To include any prospectus required by section
  10(a)(3) of the Securities Act of 1933;
  
                    (ii) To reflect in the prospectus any facts or events arising
  after the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the registration
  statement. Notwithstanding the foregoing, any increase or decrease in volume of
  securities offered (if the total dollar value of securities offered would not
  exceed that which was registered) and any deviation from the low or high end of
  the estimated maximum offering range may be reflected in the form of prospectus
  filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
  volume and price represent no more than a 20% change in the maximum aggregate
  offering price set forth in the "Calculation of Registration Fee" table in the
  effective registration statement;
  
                    (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to such information in the registration statement;
  
                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
  above do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed with or furnished to the SEC by the registrant pursuant to Section 13 or
  Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
  reference in this registration statement.
  
           (2)      That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  
                                        II-3
  <PAGE>   6
  
           (3)      To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b)      The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the SEC such
  indemnification is against public policy as expressed in the Securities Act of
  1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  
  
  
  
              [The remainder of this page is left blank intentionally.]
  
  
                                        II-4
  <PAGE>   7
  
  
  
  
                                     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 March 6,
  2000.
  
                                      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, other than 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        March 6, 2000
  -----------------------          (principal executive officer)
  Kirk P. Pond
  
  
                                   Executive Vice President and Chief
  /s/ Joseph R. Martin             Financial Officer, and Director              March 6, 2000
  -----------------------          (principal financial officer)
  Joseph R. Martin
  
  
  
  
  /s/ David A. Henry               Vice President, Controller                   March 6, 2000
  -----------------------          (principal accounting officer)
  David A. Henry
  
  
  /s/ William N. Stout             Director                                     March 6, 2000
  -----------------------
  William N. Stout
  </TABLE>
  
  
  <PAGE>   8
  
  
  
  <TABLE>
  <CAPTION>
  
  <S>                                      <C>                                 <C>
                                            Director                            March 6, 2000
  -----------------------
  Richard M. Cashin, Jr.
  
  
  /s/ Paul C. Schorr IV                     Director                            March 6, 2000
  -----------------------
  Paul C. Schorr IV
  
  
                                            Director                            March 6, 2000
  -----------------------
  Ronald W. Shelly
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC.", "secsgml_size_bytes": 20223}]
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": "333-31812", "film-number": "561927"}, "business-address": {"street1": "333 WESTERN AVENUE", "street2": "MAIL STOP 01 00", "city": "SOUTH PORTLAND", "state": "MA", "zip": "04106", "phone": "2077758100"}, "mail-address": {"street1": "333 WESTERN AVENUE", "street2": "MAIL STOP 01 00", "city": "SOUTH PORTLAND", "state": "ME", "zip": "04106"}, "former-company": {"former-conformed-name": "FSC SEMICONDUCTOR CORP", "date-changed": "19970424"}}
text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 2000.
                                                             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                  333 WESTERN AVENUE              04-3363001
  (State of Incorporation)     SOUTH PORTLAND, MAINE 04106      (I.R.S. Employer
                             (Address of principal executive     Identification
                                   offices) (Zip Code)               Number)
  
                     FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                                DANIEL E. BOXER, ESQ.
                     FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                           333 WESTERN AVENUE, M.S. 01-00
                             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
  ===================================================================================================================================
  Title of securities to be       Amount to be            Proposed maximum offering    Proposed maximum aggregate    Amount of
     registered                      registered (1)          price per share (2)          offering price (2)            registration
                                                                                                                        fee
  -----------------------------------------------------------------------------------------------------------------------------------
     Class A Common Stock, par
     value $.01 per share           4,000,000 shares               $39.35                     $157,400,000             $41,553.60
  
  ===================================================================================================================================
  (1) Plus such additional number of shares as may be available for
      purchase 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 the average of the high and low selling prices of the
      Class A Common Stock on the New York Stock Exchange on March 1, 2000.
  2
  
                                       PART I.
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
  
           Information required by Part I of Form S-8 to be contained in a
  prospectus meeting the requirements of Section 10(a) of the Securities Act of
  1933, as amended, is not required to be filed with the Securities and Exchange
  Commission and is omitted from this registration statement in accordance with
  the explanatory note to Part I of Form S-8 and Rule 428 under the Securities
  Act.
  
                                         2
  3
  
                                      PART II.
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
  
  ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents, which we have filed with the Securities and
  Exchange Commission, are incorporated by reference into this registration
  statement:
  
           (a) Our annual report on Form 10-K for the fiscal year ended May 30,
  1999, filed with the SEC on August 27, 1999 (File No. 001-15181);
  
           (b) All reports we have filed pursuant to Sections 13(a) or 15(d) of
  the Securities Exchange Act of 1934 since May 30, 1999; and
  
           (c) The description of our Class A Common Stock contained in our
  registration statement on Form 8-A (SEC File No. 001-15181), filed July 26,
  1999, which incorporates by reference the section entitled "Description of
  Capital Stock" in the prospectus contained in our registration statement on Form
  S-1 (SEC File No. 333-78557), filed May 14, 1999, as amended, and including any
  amendment or report filed for the purpose of updating such description.
  
           In addition, all documents that we subsequently file with the SEC
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
  of 1934 prior to the filing with the SEC of a post-effective amendment to this
  registration statement that (1) indicates that all shares of Class A Common
  Stock registered on this registration statement have been sold or (2) effects
  the deregistration of the balance of such shares then remaining unsold shall be
  deemed to be incorporated in this registration statement by reference and to be
  a part of this registration statement from the date of filing of such documents.
  
  ITEM 4.           DESCRIPTION OF SECURITIES.
  
                    Not applicable.
  
  ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
                    Not applicable.
  
  ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Section 145 of the Delaware General Corporation Law provides in relevant
  part that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative
  (other than an action by or in the right of the corporation) by reason of the
  fact that such person is or was a director, officer, employee, or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by such person in connection with such action, suit or proceeding if
  such person acted in good faith and in a manner such person reasonably believed
  to be in or not opposed to the best interests of the corporation, and, with
  respect to any criminal action or proceeding, had no reasonable cause to believe
  such person's conduct was unlawful.
  
       In addition, Section 145 provides that a corporation may indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the
  4
  
  right of the corporation to procure a judgment in its favor by reason of the
  fact that such person is or was a director, officer, employee or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of the corporation, or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against expenses (including attorneys' fees) actually and reasonably incurred by
  such person in connection with the defense or settlement of such action or suit
  if such person acted in good faith and in a manner such person reasonably
  believed to be in or not opposed to the best interests of the corporation and
  except that no indemnification shall be made in respect of any claim, issue or
  matter as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Delaware Court of Chancery or
  the court in which such action or suit was brought shall determine upon
  application that, despite the adjudication of liability but in view of all the
  circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Delaware Court of Chancery or such other
  court shall deem proper.
  
       Section 145 also provides that to the extent a director, officer, employee
  or agent of a corporation has been successful on the merits or otherwise in
  defense of any action, suit or proceeding referred to above, or defense of any
  claim, issue or matter therein, he shall be indemnified against expenses
  (including attorneys' fees) actually and reasonably incurred by him in
  connection therewith.
  
       Furthermore, Section 145 provides that nothing in the above-described
  provisions shall be deemed exclusive of any other rights to indemnification or
  advancement of expenses to which any person may be entitled under any bylaw,
  agreement, vote of stockholders or disinterested directors or otherwise.
  
       Our Bylaws provide for the indemnification of any person who was or is a
  party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative or
  investigative (a "proceeding") by reason of the fact that such person is or was
  a director or officer of our company or a constituent corporation absorbed in a
  consolidation or merger, or is or was serving at the request of our company or a
  constituent corporation absorbed in a consolidation or merger, as a director or
  officer of another corporation, partnership, joint venture, trust or other
  enterprise, or is or was a director or officer of our company serving at its
  request as an administrator, trustee or other fiduciary of one or more of the
  employee benefit plans of our company or other enterprise, against expenses
  (including attorneys' fees), liability and loss actually and reasonably incurred
  or suffered by such person in connection with such proceeding, whether or not
  the indemnified liability arises or arose from any threatened, pending or
  completed proceeding by or in the right of our company, except to the extent
  that such indemnification is prohibited by applicable law. Our Bylaws also
  provide that such indemnification shall not be deemed exclusive of any other
  rights to which those indemnified may be entitled as a matter of law or under
  any bylaw, agreement, vote of stockholders or otherwise.
  
       Section 102(b)(7) of the Delaware General Corporation Law provides that a
  corporation may in its certificate of incorporation eliminate or limit the
  personal liability of a director to the corporation or its stockholders for
  monetary damages for breach of fiduciary duty as a director except for
  liability: for any breach of the director's duty of loyalty to the corporation
  or its stockholders; for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law; under Section 174 of the
  Delaware General Corporation Law (pertaining to certain prohibited acts
  including unlawful payment of dividends or unlawful purchase or redemption of
  the corporation's capital stock); or for any transaction from which the director
  derived an improper personal benefit. Our Restated Certificate of Incorporation
  contains a provision so limiting the personal liability of our directors.
  
  ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.
  
                    Not applicable.
  
                                        II-2
  5
  
  ITEM 8.           EXHIBITS.
  
  Exhibit
  NUMBER            DESCRIPTION
  
   4                The relevant portions of our Restated Certificate of
                    Incorporation defining the rights of holders of Class A Common
                    Stock (incorporated by reference to the registrant's annual
                    report on Form 10-K for its fiscal year ended May 30, 1999,
                    filed August 27, 1999 (File No. 001-15181)).
  
   5                Not applicable.
  
  15                Not applicable.
  
  23                Consent of KPMG LLP.
  
  24                Power of Attorney (included on signature page).
  
  ITEM 9.           UNDERTAKINGS.
  
  (a)      The undersigned registrant hereby undertakes:
  
           (1)      To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
                    (i)      To include any prospectus required by section
  10(a)(3) of the Securities Act of 1933;
  
                    (ii) To reflect in the prospectus any facts or events arising
  after the effective date of the registration statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the registration
  statement. Notwithstanding the foregoing, any increase or decrease in volume of
  securities offered (if the total dollar value of securities offered would not
  exceed that which was registered) and any deviation from the low or high end of
  the estimated maximum offering range may be reflected in the form of prospectus
  filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
  volume and price represent no more than a 20% change in the maximum aggregate
  offering price set forth in the "Calculation of Registration Fee" table in the
  effective registration statement;
  
                    (iii) To include any material information with respect to the
  plan of distribution not previously disclosed in the registration statement or
  any material change to such information in the registration statement;
  
                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
  above do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed with or furnished to the SEC by the registrant pursuant to Section 13 or
  Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
  reference in this registration statement.
  
           (2)      That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                                        II-3
  6
  
           (3)      To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b)      The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the SEC such
  indemnification is against public policy as expressed in the Securities Act of
  1933 and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  
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                                        II-4
  7
  
                                     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 March 6,
  2000.
  
                                      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, other than 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        March 6, 2000
  -----------------------          (principal executive officer)
  Kirk P. Pond
  
                                   Executive Vice President and Chief
  /s/ Joseph R. Martin             Financial Officer, and Director              March 6, 2000
  -----------------------          (principal financial officer)
  Joseph R. Martin
  
  /s/ David A. Henry               Vice President, Controller                   March 6, 2000
  -----------------------          (principal accounting officer)
  David A. Henry
  
  /s/ William N. Stout             Director                                     March 6, 2000
  -----------------------
  William N. Stout
  8
  Director                            March 6, 2000
  -----------------------
  Richard M. Cashin, Jr.
  
  /s/ Paul C. Schorr IV                     Director                            March 6, 2000
  -----------------------
  Paul C. Schorr IV
  
                                            Director                            March 6, 2000
  -----------------------
  Ronald W. Shelly