content: <PAGE>   1
  --------------------------------------------------------------------------------
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 2001.
                                                        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)
  
  <TABLE>
  <CAPTION>
  
  <S>                     <C>                                       <C>
  
          DELAWARE                    82 RUNNING HILL ROAD                   04-3363001
  (State of Incorporation)        SOUTH PORTLAND, MAINE 04106             (I.R.S. Employer
                            (Address of principal executive offices)   Identification Number)
                                         (Zip Code)
  </TABLE>
  
  
                     FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                               2001 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>
  
  ============================================================================================================================
                                                                                                                  AMOUNT OF
  TITLE OF SECURITIES TO BE   AMOUNT TO BE            PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE     REGISTRATION
  REGISTERED                  REGISTERED (1)          PRICE PER SHARE (2)          OFFERING PRICE (2)             FEE
  ----------------------------------------------------------------------------------------------------------------------------
  <S>                      <C>                     <C>                           <C>                          <C>
  
  Class A Common Stock, par
  value $.01 per share        5,000,000  shares              $14.41                    $72,050,000                $18,012.50
  
  ============================================================================================================================
  </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 $ 14.41 per share, the average of the high and low selling
       prices for shares of the registered securities on the New York Stock
       Exchange on January 8, 2001.
  
  <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 SEC, are incorporated
  by reference into this registration statement:
  
       (a) Our annual report on Form 10-K for the transition period ended December
  26, 1999 (SEC File No. 001-15181), filed March 27, 2000.
  
       (b) All reports we have filed pursuant to Sections 13(a) or 15(d) of the
  Securities Exchange Act of 1934 since December 26, 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.
  
  
  <PAGE>   4
  
       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 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.
  
  
  
                                        II-2
  
  
  <PAGE>   5
  
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  
  
  ITEM 8.  EXHIBITS.
  
  EXHIBIT
  NUMBER         DESCRIPTION
  -------        -----------
  
  
  
  4.1            The relevant portions of our Restated Certificate of
                 Incorporation defining the rights of holders of Class A Common
                 Stock (incorporated by reference to our annual report on Form
                 10-K for the fiscal year ended May 30, 1999, filed August 27,
                 1999 (File No. 001-15181)).
  
  4.2            The relevant portions of the Amendment to our Restated
                 Certificate of Incorporation, as filed with the Secretary of
                 State of the State of Delaware on May 16, 2000 (incorporated by
                 reference to our registration statement on Form S-8, filed June
                 29, 2000 (File No. 333-40416)).
  
  5              Opinion of Counsel.
  
  15             Not applicable.
  
  23.1           Consent of KPMG LLP.
  
  23.2           Consent of Counsel (included in Exhibit 5).
  
  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;
  
  
  
                                        II-3
  <PAGE>   6
  
  
                 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.
  
       (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 January 12,
  2001.
  
                                      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 David A. Henry, 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>
  /s/ Kirk P. Pond             Chairman, President and               January 12, 2001
  --------------------------   Chief Executive Officer, and Director
  Kirk P. Pond                 (principal executive officer)
  
  
  /s/ Joseph R. Martin         Executive Vice President and Chief    January 12, 2001
  --------------------------   Financial Officer, and Director
  Joseph R. Martin             (principal financial officer)
  
  
  /s/ David A. Henry           Vice President, Controller            January 12, 2001
  --------------------------   (principal accounting officer)
  David A. Henry
  
  
  /s/ William N. Stout         Director                              January 12, 2001
  --------------------------
  William N. Stout
  
  /s/ Richard M. Cashin, Jr.   Director                              January 12, 2001
  --------------------------
  Richard M. Cashin, Jr.
  
  
  /s/ Paul C. Schorr IV        Director                              January 12, 2001
  --------------------------
  Paul C. Schorr IV
  
  
  /s/ Ronald W. Shelly         Director                              January 12, 2001
  --------------------------
  Ronald W. Shelly
  
  
  /s/ Charles M. Clough        Director                              January 12, 2001
  --------------------------
  Charles M. Clough
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b37908fcs-8.txt", "description": "FAIRCHILD SEMICONDUCTOR INTERNATIONAL", "secsgml_size_bytes": 20284}]
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": "333-53620", "film-number": "1507804"}, "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: 1
  --------------------------------------------------------------------------------
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 12, 2001.
                                                        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 offices)   Identification Number)
                                         (Zip Code)
  FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                               2001 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
  ============================================================================================================================
                                                                                                                  AMOUNT OF
  TITLE OF SECURITIES TO BE   AMOUNT TO BE            PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE     REGISTRATION
  REGISTERED                  REGISTERED (1)          PRICE PER SHARE (2)          OFFERING PRICE (2)             FEE
  ----------------------------------------------------------------------------------------------------------------------------
  Class A Common Stock, par
  value $.01 per share        5,000,000  shares              $14.41                    $72,050,000                $18,012.50
  
  ============================================================================================================================
  (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 $ 14.41 per share, the average of the high and low selling
       prices for shares of the registered securities on the New York Stock
       Exchange on January 8, 2001.
  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 SEC, are incorporated
  by reference into this registration statement:
  
       (a) Our annual report on Form 10-K for the transition period ended December
  26, 1999 (SEC File No. 001-15181), filed March 27, 2000.
  
       (b) All reports we have filed pursuant to Sections 13(a) or 15(d) of the
  Securities Exchange Act of 1934 since December 26, 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.
  4
  
       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 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.
  
                                        II-2
  5
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  EXHIBIT
  NUMBER         DESCRIPTION
  -------        -----------
  
  4.1            The relevant portions of our Restated Certificate of
                 Incorporation defining the rights of holders of Class A Common
                 Stock (incorporated by reference to our annual report on Form
                 10-K for the fiscal year ended May 30, 1999, filed August 27,
                 1999 (File No. 001-15181)).
  
  4.2            The relevant portions of the Amendment to our Restated
                 Certificate of Incorporation, as filed with the Secretary of
                 State of the State of Delaware on May 16, 2000 (incorporated by
                 reference to our registration statement on Form S-8, filed June
                 29, 2000 (File No. 333-40416)).
  
  5              Opinion of Counsel.
  
  15             Not applicable.
  
  23.1           Consent of KPMG LLP.
  
  23.2           Consent of Counsel (included in Exhibit 5).
  
  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;
  
                                        II-3
  6
  
                 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.
  
       (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
  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 January 12,
  2001.
  
                                      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 David A. Henry, 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
  /s/ Kirk P. Pond             Chairman, President and               January 12, 2001
  --------------------------   Chief Executive Officer, and Director
  Kirk P. Pond                 (principal executive officer)
  
  /s/ Joseph R. Martin         Executive Vice President and Chief    January 12, 2001
  --------------------------   Financial Officer, and Director
  Joseph R. Martin             (principal financial officer)
  
  /s/ David A. Henry           Vice President, Controller            January 12, 2001
  --------------------------   (principal accounting officer)
  David A. Henry
  
  /s/ William N. Stout         Director                              January 12, 2001
  --------------------------
  William N. Stout
  
  /s/ Richard M. Cashin, Jr.   Director                              January 12, 2001
  --------------------------
  Richard M. Cashin, Jr.
  
  /s/ Paul C. Schorr IV        Director                              January 12, 2001
  --------------------------
  Paul C. Schorr IV
  
  /s/ Ronald W. Shelly         Director                              January 12, 2001
  --------------------------
  Ronald W. Shelly
  
  /s/ Charles M. Clough        Director                              January 12, 2001
  --------------------------
  Charles M. Clough