<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1999.
                                                           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>
<S>                       <C>                                                  <C>
       DELAWARE                     333 WESTERN AVENUE                              04-3363001
(State of Incorporation)        SOUTH PORTLAND, MAINE 04106                      (I.R.S. Employer
                          (Address of principal executive offices) (Zip Code)  Identification Number)
</TABLE>

                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                     AMENDED AND RESTATED STOCK OPTION 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)

                                    Copy to:
                             Dechert Price & Rhoads
                            4000 Bell Atlantic Tower
                                1717 Arch Street
                        Philadelphia, Pennsylvania 19103
                      Attention: G. Daniel O'Donnell, Esq.


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                          <C>                         <C>
Class A Common Stock, par
value $.01 per share           8,507,666 shares                 $20.00                     $170,153,320            $47,302.62
--------------------------------------------------------------------------------------------------------------------------------
</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 $20.00 per share, the high-point of the range
         estimated for the initial public offering of the Class A Common Stock.
<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.

The following reoffer prospectus filed as part of this registration statement
has been prepared in accordance with General Instruction C of Form S-8  and,
pursuant thereto, may be used for reofferings and resales of 526,300 shares of
Class A Common Stock registered hereby, which shares have been acquired by
participants in the employee benefit plan registered hereby.


                                       i
<PAGE>   3
                                                              REOFFER PROSPECTUS
                                                                  AUGUST 4, 1999

                                 526,300 Shares

                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                              Class A Common Stock


         Employees who have exercised options to purchase shares of our Class A
Common Stock under our Stock Option Plan are selling 526,300 shares of our Class
A Common Stock. We will not receive any proceeds from any sale of shares offered
by this prospectus.

         The shares offered by this prospectus could be sold in several ways,
including in transactions on the New York Stock Exchange, or otherwise, at
prevailing market prices at the time of sale, or in privately negotiated
transactions at prices agreed upon by the parties.

         Our Class A Common Stock has been approved for listing on the New York
Stock Exchange under the symbol "FCS."

              INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS.
                     SEE "RISK FACTORS" STARTING ON PAGE 2.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                               333 Western Avenue
                           South Portland, Maine 04106
                                 (207) 775-8100
<PAGE>   4
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
Risk Factors..............................................................     2

Fairchild Semiconductor...................................................    11

Use of Proceeds...........................................................    11

Selling Stockholders......................................................    11

Plan of Distribution......................................................    16

Where You Can Find More Information--
Incorporation of Documents By Reference...................................    16

Special Note on Forward-Looking Statements................................    18

Experts ..................................................................    18
</TABLE>


                                  RISK FACTORS

         You should carefully consider the following factors and other
information in this prospectus before deciding to invest in shares of our Class
A Common Stock.

FOLLOWING OUR INITIAL PUBLIC OFFERING IN EARLY AUGUST 1999, WE WILL HAVE $715.4
MILLION OF TOTAL INDEBTEDNESS AND A DEBT TO EQUITY RATIO OF 4.0 TO 1.0, WHICH
COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH AND LIMIT OUR ABILITY TO GROW AND
COMPETE.

         On a pro forma basis, after giving effect to our acquisition of the
power device business from Samsung Electronics Co. Ltd. in April 1999, the
financings in connection with that acquisition, the application of the proceeds
of such financings, and the completion of our IPO expected on August 9, 1999 and
the application of the proceeds from our IPO, as of May 30, 1999, we would have
had total indebtedness of $715.4 million, stockholders' equity of $179.9 million
and a ratio of debt to equity of 4.0 to 1.0. In addition, we and our
subsidiaries may be able to incur substantial additional indebtedness in the
future, which would increase our leverage.

         Our substantial indebtedness:

         -        will require us to dedicate approximately $14.1 million of our
                  cash flow to principal payments on our indebtedness during the
                  next fiscal year and, on a pro forma basis after giving effect
                  to the acquisition of the power device business, the
                  financings in connection with the acquisition, the application
                  of the proceeds of such financings, our IPO and the
                  application of the proceeds from the IPO, would have required
                  us to dedicate approximately $70.9 million of our cash flow to
                  interest payments on our indebtedness, thereby reducing the
                  availability of our cash flow to fund working capital, capital
                  expenditures, research and development efforts and other
                  general corporate purposes;

         -        increases our vulnerability to general adverse economic and
                  industry conditions;

         -        limits our flexibility in planning for, or reacting to,
                  changes in our business and the industry in which we operate;

         -        restricts us from making strategic acquisitions, introducing
                  new technologies or exploiting business opportunities; and


                                       2
<PAGE>   5
         -        places us at a competitive disadvantage compared to our
                  competitors that have less debt.

         We may not be able to generate the necessary amount of cash to service
our existing debt, which may require us to refinance our debt or default on our
scheduled debt payments.

         On a pro forma basis after giving effect to the acquisition of the
power device business, the financings in connection with the acquisition, the
application of the proceeds of such financings, the IPO and the application of
the proceeds from the IPO, our interest expense for Fiscal 1999 would have been
$79.9 million. On a pro forma basis after giving effect to the acquisition of
the power device business, the financings in connection with the acquisition,
the application of the proceeds of such financings, our IPO and the application
of the proceeds from the IPO, our fixed charges for Fiscal 1999 would have
exceeded our earnings by $127.5 million. On a historical basis, our fixed
charges for Fiscal 1999 would have exceeded our earnings by $119.2 million. Our
historical financial results have been, and we expect our future financial
results will be, subject to substantial fluctuations.

         We cannot assure you that our business will generate sufficient cash
flow from operations, that currently anticipated cost savings and operating
improvements will be realized on schedule or at all or that future borrowings
will be available to us under our senior credit facilities in an amount
sufficient to enable us to pay our indebtedness or to fund our other liquidity
needs. In addition, because our senior credit facilities, which represented
approximately 16.1% of our pro forma as adjusted indebtedness as of May 30,
1999, have variable interest rates, the cost of those borrowings will increase
if market interest rates increase. If we are unable to service our indebtedness,
we may need to refinance all or a portion of our indebtedness on or before
maturity. We cannot assure you that we would be able to refinance any of our
indebtedness on commercially reasonable terms or at all, which could cause us to
default on our obligations and impair our liquidity.

OUR DEBT INSTRUMENTS RESTRICT OR PROHIBIT OUR ABILITY TO ENGAGE IN OR ENTER INTO
BUSINESS, OPERATING AND FINANCING ARRANGEMENTS, WHICH COULD ADVERSELY AFFECT OUR
ABILITY TO TAKE ADVANTAGE OF POTENTIALLY PROFITABLE BUSINESS OPPORTUNITIES.

         The operating and financial restrictions and covenants in our debt
instruments may limit our ability to finance our future operations or capital
needs or engage in other business activities that may be in our interest. Our
debt instruments impose significant operating and financial restrictions on us,
affecting our ability to incur additional indebtedness or create liens on our
assets, pay dividends, sell assets, engage in mergers or acquisitions, make
investments or engage in other business activities, which could place us at a
disadvantage relative to competitors not subject to such limitations. Failure to
comply with any such restrictions could result in a default under the terms of
our debt instruments. In the event of any such default, our debtholders could
demand payment of all borrowings outstanding, including accrued interest and
other fees. In addition, if we were unable to repay any borrowings under our
senior credit facilities when due, the lenders could proceed against their
collateral, which consists of substantially all of the assets of our company,
Fairchild Semiconductor Corporation and its subsidiary guarantors. If the
indebtedness under our debt instruments were to be accelerated, the value of our
common stock would likely decrease significantly.

AS A HOLDING COMPANY, WE ARE TOTALLY DEPENDENT ON DIVIDENDS FROM OUR OPERATING
SUBSIDIARIES TO MEET OUR DEBT OBLIGATIONS OR, SHOULD WE SO CHOOSE, PAY
DIVIDENDS.

         We expect our subsidiaries to retain substantially all of their
earnings to meet their own obligations. As a result, and because our subsidiary,
Fairchild Semiconductor Corporation, is prohibited by terms in


                                       3
<PAGE>   6
its debt instruments from making payments to us, we may have difficulty meeting
our obligations, and it is therefore unlikely that we will be able to make
dividend payments in the near future. We are a holding company with no business
operations, and our only significant asset is the outstanding capital stock of
our subsidiaries. As we intend to use substantially all the net proceeds from
this offering to repay indebtedness, we will rely on payments from our
subsidiaries to meet our future obligations. Absent such payments, we will not
be able to pay cash dividends on our Class A Common Stock. We currently expect
that the earnings and cash flow of our subsidiaries will be retained and used by
them in their operations, including by Fairchild Semiconductor Corporation to
service its debt obligations. Even if we decided to pay a dividend on or make a
distribution in respect of our Class A Common Stock, we cannot assure you that
our subsidiaries will generate sufficient cash flow to pay a dividend or
distribute funds to us or that applicable state law and contractual
restrictions, including restrictions in Fairchild Semiconductor Corporation's
debt instruments, will permit such dividends or distributions.

DOWNTURNS IN THE HIGHLY CYCLICAL SEMICONDUCTOR INDUSTRY OR CHANGES IN END USER
MARKET DEMANDS COULD REDUCE THE VALUE OF OUR BUSINESS.

         The semiconductor industry is highly cyclical and the value of our
business may decline during the "down" portion of these cycles. During the
latter half of Fiscal 1998 and most of Fiscal 1999, we, as well as many others
in our industry, experienced significant declines in the pricing of our products
as customers reduced demand forecasts and manufacturers reduced prices to keep
capacity utilization high. We believe these trends were due primarily to the
Asian financial crisis and excess personal computer inventories. We cannot
assure you that the market for semiconductors will improve or that our markets
will not experience additional, possibly more severe and prolonged, downturns in
the future. In addition, we may experience significant changes in our
profitability as a result of variations in sales, changes in product mix, price
competition for orders and the costs associated with the introduction of new
products. The markets for our products depend on continued demand for personal
computer, industrial, telecommunications, consumer electronics and automotive
goods, and these end user markets may experience changes in demand that will
adversely affect our prospects.

NEW TECHNOLOGIES COULD RESULT IN THE DEVELOPMENT OF NEW PRODUCTS AND A DECREASE
IN DEMAND FOR OUR PRODUCTS, AND WE MAY NOT BE ABLE TO DEVELOP NEW PRODUCTS TO
SATISFY CHANGES IN CONSUMER DEMANDS.

         Our failure to develop new technologies, or react to changes in
existing technologies, could materially delay our development of new products,
which could result in decreased revenues and a loss of market share to our
competitors. Rapidly changing technologies and industry standards, along with
frequent new product introductions, characterize the semiconductor industry. Our
financial performance depends on our ability to design, develop, manufacture,
assemble, test, market and support new products and enhancements on a timely and
cost-effective basis. For example, because we do not have a Flash Memory
product, which is becoming a more significant product in the memory market, our
revenues from the memory segment of our business have decreased. We cannot
assure you that we will successfully identify new product opportunities and
develop and bring new products to market in a timely and cost-effective manner,
or that products or technologies developed by others will not render our
products or technologies obsolete or noncompetitive. A fundamental shift in
technologies in our product markets could have a material adverse effect on our
competitive position within the industry.


                                       4
<PAGE>   7
THE SEMICONDUCTOR BUSINESS IS VERY COMPETITIVE AND INCREASED COMPETITION COULD
REDUCE THE VALUE OF AN INVESTMENT IN OUR COMPANY.

         The semiconductor industry, and the multi-market semiconductor product
markets in particular, are highly competitive. Competition is based on price,
product performance, quality, reliability and customer service. In addition,
even in strong markets, price pressures may emerge as competitors attempt to
gain a greater market share by lowering prices. Competition in the various
markets in which we participate comes from companies of various sizes, many of
which are larger and have greater financial and other resources than we have and
thus are better able to pursue acquisition candidates and can better withstand
adverse economic or market conditions. In addition, companies not currently in
direct competition with us may introduce competing products in the future.

BECAUSE OUR POWER DEVICE BUSINESS PREVIOUSLY OPERATED AS A DIVISION OF SAMSUNG
ELECTRONICS, THE COSTS OF OPERATING THIS BUSINESS AS AN INDEPENDENT ENTITY MAY
BE SIGNIFICANTLY GREATER THAN INITIALLY ESTIMATED.

         We purchased the power device business from Samsung Electronics in
April 1999. The operation of the power device business as an independent entity
may result in our incurring operating costs and expenses significantly greater
than we anticipated prior to the acquisition of the power device business. Prior
to our purchase of it, the power device business was operated as a division of
Samsung Electronics. During 1998, the power device business incurred costs for
research and development, sales and marketing and general and administrative
activities. These costs represent expenses incurred directly by the power device
business and charges allocated to it by Samsung Electronics. The power device
business now obtains many of these services on an arm's length basis. However,
to provide these services for a transition period after the acquisition of the
power device business, we entered into a Transitional Services Agreement with
Samsung Electronics under which the power device business continues to obtain a
number of these services. We cannot assure you that upon termination of the
Transitional Services Agreement, we will be able to obtain similar services on
comparable terms.

         We entered into a number of long-term supply and support contracts with
Samsung Electronics in connection with the acquisition of the power device
business, and any decrease in the purchase requirements of Samsung Electronics
or the inability of Samsung Electronics to meet its contractual obligations
could substantially reduce the financial performance of our Korean subsidiary.

         As a result of the acquisition of the power device business, we have
numerous arrangements with Samsung Electronics, including arrangements relating
to product sales, designation as a vendor to affiliated Samsung companies and
other services. Any material adverse change in the purchase requirements of
Samsung Electronics, in its ability to supply the agreed-upon services or in its
ability to fulfill its other obligations could have a material adverse effect on
our Korean subsidiary. Although historically the power device business generated
significant revenues from the sale of products to affiliated Samsung companies,
we cannot assure you that we will be able to sell any products to affiliated
Samsung companies or that the designation of the power device business as a
vendor to those affiliated Samsung companies will generate any revenues for our
company. Furthermore, under the Korean Fair Trade Law, the Fair Trade Commission
may issue an order requiring a change in the terms and conditions of the
agreements between us and Samsung Electronics if it concludes that Samsung
Electronics has provided us with undue support or discriminated against our
competitors.


                                       5
<PAGE>   8
THE POWER DEVICE BUSINESS SUBJECTS OUR COMPANY TO RISKS INHERENT IN DOING
BUSINESS IN KOREA, INCLUDING LABOR RISK, POLITICAL RISK AND CURRENCY RISK.

         As a result of the acquisition of the power device business, we have
operations in South Korea and are subject to risks associated with doing
business in that country.

         In addition to other risks disclosed relating to international
operations, some businesses in South Korea are presently subject to labor
unrest. Also, relations between South Korea and North Korea have been tense over
most of South Korea's history. Recent events involving, among other things,
North Korea's refusal to comply with the Nuclear Non-Proliferation Treaty and
several naval confrontations, have caused the level of tension between the two
countries to increase. We cannot assure you as to whether or when this situation
will be resolved or change abruptly as a result of current or future events. An
adverse change in economic or political conditions in South Korea or in its
relations with North Korea could have a material adverse effect on our Korean
subsidiary.

         The power device business' sales are denominated primarily in U.S.
Dollars while a significant portion of its costs of goods sold and its operating
expenses are denominated in South Korean Won. Although we have taken steps to
fix the costs subject to currency fluctuations and to balance Dollar vs. Won
costs, a significant decrease in the value of the U.S. Dollar relative to the
Won could have a material adverse effect on our financial performance and
results of operations.

A CHANGE IN FOREIGN TAX LAWS OR A DIFFERENCE IN THE CONSTRUCTION OF CURRENT
FOREIGN TAX LAWS BY RELEVANT FOREIGN AUTHORITIES COULD RESULT IN OUR NOT
RECOGNIZING THE BENEFITS WE ANTICIPATED IN CONNECTION WITH THE TRANSACTION
STRUCTURE USED TO CONSUMMATE THE ACQUISITION OF THE POWER DEVICE BUSINESS.

         The transaction structure we utilized for the acquisition of the power
device business is based on assumptions about the various tax laws, including
withholding tax, and other relevant laws of foreign jurisdictions. In addition,
Fairchild Korea Semiconductor Ltd., our South Korean subsidiary, has been
granted a ten year tax holiday. The first seven years are tax-free, followed by
three years of income taxes at 50% of the statutory rate. If our assumptions
about tax and other relevant laws are incorrect, or if foreign taxing
jurisdictions were to change or modify the relevant laws, or if Fairchild Korea
Semiconductor Ltd. were to lose its tax holiday, we could suffer adverse tax and
other financial consequences or lose the benefits anticipated from our
transaction structure.

OUR INTERNATIONAL OPERATIONS SUBJECT US TO RISKS NOT FACED BY DOMESTIC
COMPETITORS.

         We cannot assure you that we will be successful in overcoming the risks
related to or arising from operating in international markets. We maintain
significant operations in Cebu, the Philippines, Penang, Malaysia and, through
the power device business, in South Korea. The following are risks inherent in
doing business on an international level:

         -        changes in import duties;

         -        trade restrictions;

         -        transportation delays;

         -        work stoppages;


                                       6
<PAGE>   9
         -        economic and political instability;

         -        foreign currency fluctuations; and

         -        the laws, including tax laws, and policies of the United
                  States and of the countries in which we manufacture our
                  products.

PRODUCTION TIME AND THE OVERALL COST OF OUR PRODUCTS COULD INCREASE IF WE WERE
TO LOSE ONE OF OUR PRIMARY SUPPLIERS OR IF A PRIMARY SUPPLIER INCREASED THE
PRICES OF RAW MATERIALS.

     Our manufacturing operations depend upon obtaining adequate supplies of raw
materials on a timely basis, and our results of operations could be adversely
affected if we were unable to obtain adequate supplies of raw materials in a
timely manner or if the costs of raw materials increased significantly. We
purchase raw materials such as silicon wafers, lead frames, mold compound,
ceramic packages and chemicals and gases from a limited number of suppliers on a
just-in-time basis. From time to time, suppliers may extend lead times, limit
supplies or increase prices due to capacity constraints or other factors. In
addition, we subcontract a minority of our wafer fabrication and assembly and
test operations to other manufacturers, including Torex, NS Electronics Ltd.,
Samsung Electronics and National Semiconductor. Our operations and ability to
satisfy customer obligations could be adversely affected if our relationships
with these subcontractors were disrupted or terminated.

DELAYS IN BEGINNING PRODUCTION AT NEW FACILITIES, IMPLEMENTING NEW PRODUCTION
TECHNIQUES, OR IN CURING PROBLEMS ASSOCIATED WITH TECHNICAL EQUIPMENT
MALFUNCTIONS ALL COULD ADVERSELY AFFECT OUR MANUFACTURING EFFICIENCIES.

     Our manufacturing efficiency will be an important factor in our future
profitability, and we cannot assure you that we will be able to maintain our
manufacturing efficiency or increase manufacturing efficiency to the same extent
as our competitors. Our manufacturing processes are highly complex, require
advanced and costly equipment and are continuously being modified in an effort
to improve yields and product performance. Impurities or other difficulties in
the manufacturing process can lower yields.

     In addition, as is common in the semiconductor industry, we have from time
to time experienced difficulty in beginning production at new facilities or in
effecting transitions to new manufacturing processes. As a consequence, we have
suffered delays in product deliveries or reduced yields. We may experience
manufacturing problems in achieving acceptable yields or experience product
delivery delays in the future as a result of, among other things, capacity
constraints, construction delays, upgrading or expanding existing facilities or
changing our process technologies, any of which could result in a loss of future
revenues. Our operating results could also be adversely affected by the increase
in fixed costs and operating expenses related to increases in production
capacity if revenues do not increase proportionately.


                                       7
<PAGE>   10
THE FAILURE OF NATIONAL SEMICONDUCTOR TO MAINTAIN ITS PURCHASE REQUIREMENTS OR
MEET ITS CONTRACTUAL OBLIGATIONS COULD ADVERSELY AFFECT OUR CAPACITY UTILIZATION
AND PROFITABILITY.

         We have several arrangements with National Semiconductor relating to
the provision of our services and the sale of our products. Any material adverse
change in the arrangements, such as National Semiconductor's ability to provide
the agreed-upon services, its ability to fulfill its intellectual property
indemnity obligations or its ability to fulfill its other obligations, could
have a material adverse effect on us. In addition, any material adverse change
in the purchase requirements of National Semiconductor under the foundry
services agreement, or failure to continue making purchases after expiration of
the agreement on June 11, 2000, could adversely affect our factory utilization
and profitability.

BECAUSE A LIMITED NUMBER OF PERSONS, INCLUDING MEMBERS OF OUR MANAGEMENT TEAM,
OWN A MAJORITY OF OUR SHARES AND THEREFORE CONTROL OUR COMPANY, DECISIONS MAY BE
MADE BY THEM THAT MAY BE DETRIMENTAL TO YOUR INTERESTS.

         After the completion of our IPO in early August 1999, Sterling Holding
Company, LLC and some of the key employees of our company owned 23,788,013
shares, or approximately 43.4%, of the outstanding Class A Common Stock, our
only class of voting stock, and 28,396,000 shares of Class B Common Stock which
are convertible into shares of Class A Common Stock on a one-to-one basis
(based on stock ownership as of May 30, 1999). By virtue of such stock
ownership, such persons have the power to direct our affairs and are able to
determine the outcome of matters required to be submitted to stockholders for
approval, including the election of a majority of our directors and amendment
of our Certificate of Incorporation. We cannot assure you that such persons
will not exercise their control over us in a manner detrimental to your
interests.

BECAUSE MUCH OF OUR SUCCESS AND VALUE LIES IN OUR OWNERSHIP AND USE OF
INTELLECTUAL PROPERTY, OUR FAILURE TO PROTECT THAT PROPERTY COULD ADVERSELY
AFFECT OUR FUTURE GROWTH AND CONTINUED SUCCESS.

         Failure to protect our existing intellectual property rights may result
in our losing valuable technologies or having to pay others for infringing on
their intellectual property rights. We rely on patent, trade secret, trademark
and copyright law to protect such technologies. Some of our technologies are not
covered by any patent or patent application, and we cannot assure you that:

         -        any of the more than 250 U.S. patents owned by us or numerous
                  other patents which third parties license to us will not be
                  invalidated, circumvented, challenged or licensed to others;
                  or

         -        any of our pending or future patent applications will be
                  issued within the scope of the claims sought by us, if at all.

         In addition, effective patent, trademark, copyright and trade secret
protection may be unavailable, limited or not applied for in certain foreign
countries.

         We also seek to protect our proprietary technologies, including
technologies that may not be patented or patentable, in part by confidentiality
agreements and, if applicable, inventors' rights agreements with our
collaborators, advisors, employees and consultants. We cannot assure you that
these agreements will not be breached, that we will have adequate remedies for
any breach or that such persons or institutions will not assert rights to
intellectual property arising out of such research. Certain of our technologies
have been licensed on a non-exclusive basis from National Semiconductor which
may license such


                                       8
<PAGE>   11
technologies to others, including, commencing on March 11, 2002, our
competitors. In addition, under a technology licensing and transfer agreement,
National Semiconductor has limited royalty-free, worldwide license rights
(without right to sublicense) to some of our technologies. If necessary or
desirable, we may seek licenses under patents or intellectual property rights
claimed by others. However, we cannot assure you that we will obtain such
licenses or that the terms of any offered licenses will be acceptable to us. The
failure to obtain a license from a third party for technologies we use could
cause us to incur substantial liabilities and to suspend the manufacture or
shipment of products or our use of processes requiring the technologies.

OUR FAILURE TO OBTAIN OR MAINTAIN THE RIGHT TO USE CERTAIN TECHNOLOGIES MAY
NEGATIVELY AFFECT OUR FINANCIAL RESULTS.

         Our future success and competitive position depend in part upon our
ability to obtain or maintain certain proprietary technologies used in our
principal products, which is achieved in part by defending claims by our
competitors of intellectual property infringement. While we are not currently
engaged in any material intellectual property litigation, we could become
subject to lawsuits in which it is alleged that we have infringed upon the
intellectual property rights of others. Our involvement in intellectual property
litigation could result in significant expense to us, adversely affecting sales
of the challenged product or technologies and diverting the efforts of our
technical and management personnel, whether or not such litigation is resolved
in our favor. In the event of an adverse outcome as a defendant in any such
litigation, we may be required to:

         -        pay substantial damages;

         -        cease the manufacture, use, sale or importation of infringing
                  products;

         -        expend significant resources to develop or acquire
                  non-infringing technologies;

         -        discontinue processes; or

         -        obtain licenses to the infringing technologies.

         We cannot assure you that we would be successful in such development or
acquisition or that such licenses would be available under reasonable terms. Any
such development, acquisition or license could require the expenditure of
substantial time and other resources.

WE MAY NOT BE ABLE TO CONSUMMATE FUTURE ACQUISITIONS, AND CONSEQUENCES OF THOSE
ACQUISITIONS WHICH WE DO COMPLETE MAY ADVERSELY AFFECT US.

         We plan to continue to pursue additional acquisitions of related
businesses. The expense incurred in consummating the future acquisition of
related businesses, or our failure or inability to integrate such businesses
successfully into our existing business, could result in our incurring
unanticipated expenses and losses. We plan to continue to pursue additional
acquisitions of related businesses in the future. We cannot assure you, however,
that we will be able to identify or finance additional acquisitions or that, if
consummated, we will realize any anticipated benefits from such acquisitions.

         Should we successfully acquire another business, the process of
integrating acquired operations into our existing operations may result in
unforeseen operating difficulties and may require significant financial
resources that would otherwise be available for the ongoing development or
expansion of our existing operations. In addition, although Samsung Electronics
assists us in integrating the operations of


                                       9
<PAGE>   12
the power device business into our operations pursuant to the Transitional
Services Agreement, we may encounter unforeseen obstacles or costs in such
integration. Possible future acquisitions could result in the incurrence of
additional debt, contingent liabilities and amortization expenses related to
goodwill and other intangible assets, all of which could have a material adverse
effect on our financial condition and operating results.

MORE THAN 70% OF OUR TOTAL OUTSTANDING SHARES MAY BE SOLD INTO THE MARKET IN THE
NEAR FUTURE; FUTURE SALES OF THOSE SHARES COULD DEPRESS THE MARKET PRICE OF THE
CLASS A COMMON STOCK.

         Immediately after our IPO, the public market for the Class A Common
Stock will include only the shares that are sold in the IPO, the shares that
some of our employees are selling under this prospectus, shares which some of
our senior managers may sell in connection with our deferred compensation plan
and shares that other employees who have exercised stock options may sell. Some
shares held by our existing stockholders are subject to "lock-up" agreements
that prohibit existing stockholders from selling their shares of Class A Common
Stock in the public market for 180 days after the completion of our IPO. When
the 180-day "lock-up" period expires, or if the underwriters of our initial
public offering consent, in their sole discretion, to an earlier sale, our
existing stockholders will be able to sell their shares in the public market,
subject to legal restrictions. If our existing stockholders sell a large number
of shares, the market price of shares of Class A Common Stock could decline, as
such sales may be viewed by the public as an indication of an upcoming or
recently occurring shortfall in the financial performance of our company.
Moreover, the perception in the public market that these stockholders might
sell shares of Class A Common Stock could depress the market price of the Class
A Common Stock. Furthermore, our existing stockholders have the right to
require us to register their shares, which may facilitate their sale of shares
in the public market.

BECAUSE YOU WILL PAY MORE FOR YOUR SHARES THAN SOME EXISTING STOCKHOLDERS, THE
VALUE OF YOUR INVESTMENT IN OUR CLASS A COMMON STOCK WILL BE DILUTED.

         If you purchase shares of Class A Common Stock offered by this
prospectus, you will probably pay more for your shares than the amount paid by
existing stockholders or individuals or companies which acquired shares by
exercising options granted before this offering. As a result, the value of your
investment based on the value of our net tangible assets, as recorded on our
books, will likely be less than the amount you pay for shares of Class A Common
Stock offered by this prospectus.


                                       10
<PAGE>   13
                             FAIRCHILD SEMICONDUCTOR

         Fairchild Semiconductor International is the largest independent
semiconductor company focused solely on multi-market products, based on fiscal
1999 revenues on a pro forma basis. We design, develop and market analog,
discrete, logic and non-volatile memory semiconductors. For more detailed
information, you should refer to

         -        our Annual Report on Form 10-K for our fiscal year ended May
                  31, 1998;

         -        the prospectus filed with the SEC in connection with our IPO
                  pursuant to Rule 424(b) under the Securities Act; and

         -        other reports and information incorporated by reference into
                  this prospectus or the registration statement that includes
                  this prospectus.

For information on how we can "incorporate by reference" other filings we have
made or will make with the SEC, and how we can disclose important information to
you in such manner, see "Where You Can Find More Information -- Incorporation of
Documents by Reference."

         Our principal executive offices are located at 333 Western Avenue,
South Portland, Maine 04106 and our telephone number is (207) 775-8100.


                                 USE OF PROCEEDS

         All shares of Class A Common Stock sold pursuant to this prospectus
will be sold by some of our employees, whom we refer to as "selling
stockholders," for their own accounts.

         We will not receive any of the proceeds from sales covered by this
prospectus.


                              SELLING STOCKHOLDERS

     The selling stockholders may sell from time to time any of the shares of
Class A Common Stock covered by this prospectus. Therefore, we cannot estimate
the number of shares that may be offered for sale under this prospectus at any
given time.

     The table below sets forth the following information, assuming sale by
the selling stockholders of all shares of Class A Common Stock acquired by them
prior to the date of this prospectus under options granted pursuant to the
Stock Option Plan: (1) the name of the selling stockholder; (2) the nature of
positions held by the selling stockholder within the past three years with our
company; (3) the number of shares of Class A Common Stock owned by the selling
stockholder as of the commencement of the offering covered by this prospectus
and offered by this prospectus for the account of that selling stockholder; and
(4) the number of shares of Class A Common Stock to be owned by the selling
stockholder if all shares covered by this prospectus held by such stockholder
are sold.


                                       11
<PAGE>   14
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

<TABLE>
<CAPTION>
NAME OF                    POSITION                                                   SHARES OWNED  SHARES OWNED AFTER
SELLING STOCKHOLDER        IN COMPANY                                                  AND OFFERED   COMPLETION OF OFFERING
-------------------        ----------                                                  ------------  ----------------------
<S>                        <C>                                                         <C>           <C>
Barlow, Jeff               Director - Finance                                                250.00          0.00
Bartlett, Paul W.          Director - Sales                                                2,000.00          0.00
Bencuya, Izak              Vice President - Engineering                                   18,400.00          0.00
Bevacqua, John             Manager - Sales                                                   800.00          0.00
Boomer, James              Manager - Engineering                                          16,800.00          0.00
Cheung, Manton             Manager - Engineering                                           1,920.00          0.00
Chew, Chee Khow            Manager - Senior Section                                        1,680.00          0.00
Chong, David Sook Lim      Engineer                                                        1,200.00          0.00
Curry, Michael             Manager - Sales                                                15,840.00          0.00
Davis, Michael             Manager - Sales                                                 1,600.00          0.00
Delano, Darryl L.          Director - Engineering                                         16,000.00          0.00
Dosdos, Bigildis           Engineer                                                        2,880.00          0.00
Dries, Rolf                Manager - Engineering                                           4,800.00          0.00
Feldman, Ron               Engineer                                                        2,400.00          0.00
Foard, Peggy               Administrative Assistant                                          100.00          0.00
Forcier, Lawrence F.       Director - Quality                                             12,000.00          0.00
Fortin, Gerard             Director - Engineering                                         21,600.00          0.00
Goldschmidt,Jr., William   Manager - Manufacturing                                        14,400.00          0.00
Gordon, Jean               Engineer - Section Head                                         1,680.00          0.00
Gray, John P.              Director - Sales                                               10,560.00          0.00
Groth, Peter               Director - Investor Relations (formerly Director-Marketing)     5,040.00          0.00
Hall, William              Director - Marketing                                            8,000.00          0.00
Hargrave, Dane             Section Head                                                    1,200.00          0.00
Henry, David               Vice President and Corporate Controller                        11,200.00          0.00
Henville-Shannon, Frances  No longer an employee (formerly Director HR)                    1,600.00          0.00
Hom, John                  Manager - Finance, Plant Controller                             4,800.00          0.00
Hong, Gladys Mei Ling      Engineer                                                        1,200.00          0.00
Jacob, Timothy             Director - Engineering                                         21,600.00          0.00
Kar, Kevin                 Engineer - Senior Process                                         800.00          0.00
Knowles, Sara              Manager - Human Resources                                       1,200.00          0.00
</TABLE>


                                       12
<PAGE>   15
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

<TABLE>
<CAPTION>
NAME OF                     POSITION                                         SHARES OWNED  SHARES OWNED AFTER
SELLING STOCKHOLDER         IN COMPANY                                       AND OFFERED   COMPLETION OF OFFERING
-------------------         ----------                                       ------------  ----------------------
<S>                         <C>                                              <C>           <C>
Lau, Arthur                 Director - Engineering                               9,600.00          0.00
Leong, Selina               Manager - Manufacturing                              3,600.00          0.00
Leu, Nick                   Manager - Customer Program                           5,760.00          0.00
Lewis, Richard              Engineer                                             3,360.00          0.00
Lim, Ewe Seong              Manager - Senior Section                             2,160.00          0.00
Lim, Hock Heng              Manager - Section                                    1,200.00          0.00
Lim, Quek Cheng             Manager - Senior Section                             4,800.00          0.00
Loh, K.F.                   Director                                            19,200.00          0.00
Loh, Kim Tat                Manager - Section                                    1,680.00          0.00
London, Kevin B.            Manager - Human Resources                            5,600.00          0.00
Lones, Paul                 Director - Engineering                              12,000.00          0.00
Lovejoy, Diane L.           Administrative Assistant                               400.00          0.00
Luciani, Antonio            Manager - Engineering                                1,920.00          0.00
Lucido, Scott               Supervisor - Production                              1,680.00          0.00
Marx, Frank                 Director - Marketing                                 3,200.00          0.00
Meader, Michael             Engineer - Process                                     165.00          0.00
Mellick, Garth S.           Engineer                                             2,000.00          0.00
Michael, Jonathan           Director - Finance                                   9,600.00          0.00
Mo, Brian                   Engineer - Process                                   2,880.00          0.00
Montesclaros, Porferio      Manager - CP                                         4,800.00          0.00
Nasar, Shaikh W. "Rick"     Director - Engineering                               3,600.00          0.00
Ong, Ewe  Lay               Manager - Section                                    1,200.00          0.00
Park, Steven                Engineer                                             9,600.00          0.00
Patel, Ghulam               Engineer                                               250.00          0.00
Pino, David                 No longer with company (formerly Manager-Planning    1,120.00          0.00
Pirro, Nick                 Manager - Sales                                      1,600.00          0.00
Prendergast, John           Engineer                                             4,800.00          0.00
Richardson, Beth C.         Director - Human Resources                           5,875.00          0.00
Rowe, Brent A.              Director - Marketing                                 6,900.00          0.00
Ruth, Liliane               Retired - formerly Controller                        3,200.00          0.00
</TABLE>


                                       13
<PAGE>   16
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

<TABLE>
<CAPTION>
NAME OF                    POSITION                                          SHARES OWNED  SHARES OWNED AFTER
SELLING STOCKHOLDER        IN COMPANY                                         AND OFFERED   COMPLETION OF OFFERING
-------------------        ----------                                         ------------  ----------------------
<S>                        <C>                                                <C>           <C>
Sapp, Steven               Manager - Engineering                                  2,000.00          0.00
Schoenwald, Dave           Director - Engineering                                28,800.00          0.00
Shumway, Howard G.         Manager - Engineering                                 16,800.00          0.00
Singh, Narinder            Manager                                                4,800.00          0.00
Sommaruga, Giorgio         Director - Sales                                      48,000.00          0.00
Spinelli, Ambrogio         Manager - Sales                                        2,400.00          0.00
Spreen, William            Manager - Engineering                                  4,800.00          0.00
Stahl, Karl                Engineer                                               1,500.00          0.00
Swick, Joshua              Manager                                                  200.00          0.00
Tan, Chew Gek Corina       Manager - Section                                      1,200.00          0.00
Tan, Lai Lai               Manager - Section                                      1,200.00          0.00
Tan, Y. H.                 Manager - Department                                   3,600.00          0.00
Teoh, Kok Leong            Manager - Senior Section                               1,680.00          0.00
Towse, Matt                Vice President and Treasurer                           5,600.00          0.00
Vautin, Robert G.          Director - Marketing                                  12,000.00          0.00
Volin, Henry               Manager - Planning                                     4,800.00          0.00
Warner,Jr., John           No longer with company (formerly Director - Sales)     1,600.00          0.00
Wespi, Karen               Manager - Sales                                          800.00          0.00
Wilson, Doug               Director - Manufacturing                              19,200.00          0.00
Wood, Michael David        Director - Marketing                                   9,600.00          0.00
Yang, Karl                 Engineer                                               8,000.00          0.00
Ying, Annie                Engineer                                               1,600.00          0.00
Yoon, Khai  Yeng           Director - Human Resources                             1,920.00          0.00
Yoong, Xavier              Manager - Department                                   2,400.00          0.00
Zehngut, David             Engineer                                                 500.00          0.00

Chaiyakul, Annie           Engineer - Software                                      600.00          0.00
Stewart, Dale E.           Manager - Purchasing                                   1,800.00          0.00
Vedire, Venkataramana      Engineer - Marketing                                     900.00          0.00
</TABLE>


                                       14
<PAGE>   17
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

<TABLE>
<CAPTION>
NAME OF                    POSITION         SHARES OWNED  SHARES OWNED AFTER
SELLING STOCKHOLDER        IN COMPANY       AND OFFERED   COMPLETION OF OFFERING
-------------------        ----------       ------------  ----------------------
<S>                        <C>               <C>           <C>
Clunan, John D.            Manager - Sales         700.00          0.00


</TABLE>


                                       15
<PAGE>   18
                              PLAN OF DISTRIBUTION

         The Class A Common Stock offered by this prospectus may be sold from
time to time in one or more transactions through any of several methods,
including in transactions on the New York Stock Exchange, in ordinary brokerage
transactions or block transactions, in negotiated transactions, through
underwriters or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices relating to such prevailing market
prices or at negotiated prices. The selling stockholders may effect such
transactions by selling shares through a broker or brokers or underwriters, who
may act as principal or agent or both agent and principal, and such brokers or
underwriters may receive compensation from the selling stockholders not to
exceed that which is customary for the particular transactions.

         Any shares of Class A Common Stock covered by this prospectus that
qualify for sale pursuant to Rule 144 of the Securities Act may be sold under
that rule rather than pursuant to this prospectus. We cannot be sure that any of
the selling stockholders will sell any or all of the shares of Class A Common
Stock offered by them under this prospectus. We will not receive any proceeds
from any sale of the shares of Class A Common Stock covered by this prospectus.


                     WHERE YOU CAN FIND MORE INFORMATION --
                     INCORPORATION OF DOCUMENTS BY REFERENCE

         Under the Securities Exchange Act of 1934, we are required to file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You may read and copy any document we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. Please call the SEC
at 800-SEC-0330 for further information about the public reference room. SEC
filings are also available to the public on the SEC's web site at
http://www.sec.gov.


                                       16
<PAGE>   19
         We have filed a registration statement on Form S-8 with the SEC to
register the shares offered by this prospectus. This prospectus is part of the
registration statement but, as permitted by SEC rules, this prospectus does not
contain all the information that you can find in the registration statement or
the exhibits to the registration statement.

         The SEC allows us to "incorporate by reference" the information that we
file with the SEC. This means we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, except if it is
superseded by information in this prospectus or by later information that we
file with the SEC. Information that is filed with the SEC after the date of this
prospectus will automatically update and supersede the information contained or
incorporated by reference in this prospectus.

         The documents listed below are incorporated by reference in this
prospectus. They contain important information about Fairchild International and
its financial condition.

                  -        Our Annual Report on Form 10-K for the fiscal year
                           ended May 31, 1998 (SEC File No. 333-26897-01), filed
                           August 27, 1998, as amended.

                  -        All reports we have filed with the SEC since May 31,
                           1998 under Sections 13(a) and 15(d) of the Securities
                           Exchange Act of 1934.

                  -        All reports which we will file after the date of this
                           prospectus under Sections 13(a), 13(c), 14 or 15(d)
                           of the Securities Exchange Act of 1934, prior to the
                           termination of the offering of shares covered by this
                           prospectus.

                  -        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 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, the prospectus we filed on August 4,
                           1999 pursuant to Rule 424(b) under the Securities Act
                           of 1933, in connection with our initial public
                           offering of Class A Common Stock, is incorporated by
                           reference into the registration statement that
                           includes this prospectus.

         You may request a copy of these filings, excluding all exhibits unless
an exhibit has been specifically incorporated by reference, at no cost, by
writing or telephoning us at:

                                     Fairchild Semiconductor International, Inc.
                                     333 Western Avenue, Mail Stop 01-00
                                     South Portland, ME 04106
                                     (207) 775-8100
                                     Attention: General Counsel

         When you are deciding whether to purchase the shares being offered by
this prospectus, you should rely only on the information incorporated by
reference or provided in this prospectus or any supplement. We have not
authorized anyone else to provide you with different information. This
prospectus is not an offer to sell shares of common stock in any state where
such an offer is not permitted. You should not assume that the information in
this prospectus or any supplement is accurate as of any date other than the date
on the front of those documents.


                                       17
<PAGE>   20
                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

         The statements incorporated by reference or contained in this
prospectus discuss our future expectations, contain projections of results of
operations or financial condition, and include other "forward-looking"
information within the meaning of Section 27A of the Securities Act of 1933, as
amended. Our actual results may differ materially from those expressed in
forward-looking statements made or incorporated by reference in this prospectus.
Forward-looking statements that express our beliefs, plans, objectives,
assumptions or future events or performance may involve estimates, assumptions,
risks and uncertainties. Therefore, our actual results and performance may
differ materially from those expressed in the forward-looking statements.
Forward-looking statements often, although not always, include words or phrases
such as the following:

                           -        "will likely result"

                           -        "are expected to"

                           -        "will continue"

                           -        "is anticipated"

                           -        "estimate"

                           -        "intends"

                           -        "plans"

                           -        "projection"

                           -        "outlook"

         You should not unduly rely on forward-looking statements contained or
incorporated by reference in this prospectus. Factors discussed in the following
documents describe various uncertainties, estimates, assumptions and risks which
may cause actual results or outcomes to differ materially from those expressed
in forward-looking statements. You should read and interpret any forward-looking
statements together with these documents.

                           -        The documents incorporated by reference in
                                    this prospectus or the registration
                                    statement which contains this prospectus
                                    under the captions "Risk Factors."
                                    "Business" and "Management's Discussion and
                                    Analysis of Financial Condition and Results
                                    of Operations."

                           -        The risk factors described in this
                                    prospectus under the caption "Risk Factors."

                           -        Our other SEC filings.

         Any forward-looking statement speaks only as of the date on which that
statement is made. We will not update any forward-looking statement to reflect
events or circumstances that occur after the date on which such statement is
made.


                                     EXPERTS

         The consolidated financial statements and schedules of Fairchild
Semiconductor International, Inc. as of May 31, 1998 and May 30, 1999, and for
each of the years in the three-year period ended May 30, 1999, are incorporated
by reference in this registration statement in reliance upon the reports of KPMG
LLP, independent certified public accountants, incorporated by reference in this
registration statement, and upon the authority of said firm as experts in
accounting and auditing.


                                       18
<PAGE>   21
         The report of KPMG LLP covering the May 30, 1999 consolidated financial
statements of Fairchild Semiconductor International, Inc. contains an
explanatory paragraph that states that we changed our method of accounting for
business process reengineering costs in 1998 to adopt the provisions of the
Emerging Issues Task Force Issue 97-13, "Accounting for Business Process
Reengineering Costs."

         The audited financial statements of the power device business
incorporated by reference in this registration statement have been audited by
Samil Accounting Corporation, independent certified public accountants, whose
report thereon is incorporated by reference in this registration statement. Such
financial statements have been so incorporated in reliance upon the report of
such independent accountants given on the authority of said firm as experts in
auditing and accounting.

         The financial statements of Raytheon Semiconductor, Inc. as of December
31, 1997 and for the year then ended, have been incorporated by reference in
this registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference in this registration
statement, and upon the authority of said firm as experts in accounting and
auditing.

         The consolidated financial statements and schedules of Fairchild
Semiconductor International, Inc. and subsidiaries appearing in its Annual
Report on Form 10-K for the fiscal year ended May 31, 1998 are incorporated by
reference herein and in this registration statement in reliance upon the
reports of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.


                                       19
<PAGE>   22
                                    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) The prospectus we filed August 4, 1999, pursuant to Rule 424(b)
under the Securities Act of 1933, in connection with our initial public offering
of Class A Common Stock, which we registered on a registration statement on Form
S-1 (SEC File No. 333-78557), filed May 14, 1999, as amended;

         (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.
<PAGE>   23
         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>   24
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         To the extent that shares of Class A Common Stock reoffered or resold
pursuant to this registration statement constitute restricted securities, they
were acquired from the registrant pursuant to the exemption from registration
provided by Rule 701 promulgated under the Securities Act of 1933, as amended.


ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number            Description
-------           -----------
<S>      <C>
4        The relevant portions of our Restated Certificate of Incorporation
         defining the rights of holders of Class A Common Stock (incorporated by
         reference to Exhibit 3.05 of amendment No. 3 to our registration
         statement on Form S-1 (File No. 333-78557), filed July 9, 1999).

5        Opinion of Dechert Price & Rhoads.

15       Not applicable.

23.1     Consent of KPMG LLP.

23.2     Consent of KPMG LLP.

23.3     Consent of Samil Accounting Corporation.

23.4     Consent of Dechert Price & Rhoads (included in Exhibit 5).

24       Power of Attorney (included on signature page).
</TABLE>


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;


                                      II-3
<PAGE>   25
                  (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.

         (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>   26
                                   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 August 4,
1999.

                                     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 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    August 4, 1999
-------------------------------    (principal executive officer)
Kirk P. Pond


                                   Executive Vice President and Chief
/s/ Joseph R. Martin               Financial Officer, and Director          August 4, 1999
-------------------------------    (principal financial officer)
Joseph R. Martin


                                                                            August 4, 1999
/s/ David A. Henry                 Vice President, Controller
-------------------------------    (principal accounting officer)
David A. Henry



/s/ Brian L. Halla                 Director                                 August 4, 1999
-------------------------------
Brian L. Halla


                                   Director                                 August 4, 1999
-------------------------------
William N. Stout
</TABLE>
<PAGE>   27
<TABLE>
<S>                                <C>                                      <C>
/s/ Richard M. Cashin, Jr.         Director                                 August 4, 1999
-------------------------------
Richard M. Cashin, Jr.



/s/ Paul C. Schorr IV              Director                                 August 4, 1999
-------------------------------
Paul C. Schorr IV



/s/ Ronald W. Shelly               Director                                 August 4, 1999
-------------------------------
Ronald W. Shelly
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FAIRCHILD SEMICONDUCTOR INTERNATIONAL,INC", "secsgml_size_bytes": 81039}]
{"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": "333-84439", "film-number": "99677399"}, "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"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1999.
                                                           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 offices) (Zip Code)  Identification Number)
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                     AMENDED AND RESTATED STOCK OPTION 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)

                                    Copy to:
                             Dechert Price & Rhoads
                            4000 Bell Atlantic Tower
                                1717 Arch Street
                        Philadelphia, Pennsylvania 19103
                      Attention: G. Daniel O'Donnell, Esq.

                         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           8,507,666 shares                 $20.00                     $170,153,320            $47,302.62
--------------------------------------------------------------------------------------------------------------------------------
(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 $20.00 per share, the high-point of the range
         estimated for the initial public offering of the Class A Common Stock.
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.

The following reoffer prospectus filed as part of this registration statement
has been prepared in accordance with General Instruction C of Form S-8  and,
pursuant thereto, may be used for reofferings and resales of 526,300 shares of
Class A Common Stock registered hereby, which shares have been acquired by
participants in the employee benefit plan registered hereby.

                                       i
3
                                                              REOFFER PROSPECTUS
                                                                  AUGUST 4, 1999

                                 526,300 Shares

                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                              Class A Common Stock

         Employees who have exercised options to purchase shares of our Class A
Common Stock under our Stock Option Plan are selling 526,300 shares of our Class
A Common Stock. We will not receive any proceeds from any sale of shares offered
by this prospectus.

         The shares offered by this prospectus could be sold in several ways,
including in transactions on the New York Stock Exchange, or otherwise, at
prevailing market prices at the time of sale, or in privately negotiated
transactions at prices agreed upon by the parties.

         Our Class A Common Stock has been approved for listing on the New York
Stock Exchange under the symbol "FCS."

              INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS.
                     SEE "RISK FACTORS" STARTING ON PAGE 2.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                   FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
                               333 Western Avenue
                           South Portland, Maine 04106
                                 (207) 775-8100
4
                                TABLE OF CONTENTS
Risk Factors..............................................................     2

Fairchild Semiconductor...................................................    11

Use of Proceeds...........................................................    11

Selling Stockholders......................................................    11

Plan of Distribution......................................................    16

Where You Can Find More Information--
Incorporation of Documents By Reference...................................    16

Special Note on Forward-Looking Statements................................    18

Experts ..................................................................    18
RISK FACTORS

         You should carefully consider the following factors and other
information in this prospectus before deciding to invest in shares of our Class
A Common Stock.

FOLLOWING OUR INITIAL PUBLIC OFFERING IN EARLY AUGUST 1999, WE WILL HAVE $715.4
MILLION OF TOTAL INDEBTEDNESS AND A DEBT TO EQUITY RATIO OF 4.0 TO 1.0, WHICH
COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH AND LIMIT OUR ABILITY TO GROW AND
COMPETE.

         On a pro forma basis, after giving effect to our acquisition of the
power device business from Samsung Electronics Co. Ltd. in April 1999, the
financings in connection with that acquisition, the application of the proceeds
of such financings, and the completion of our IPO expected on August 9, 1999 and
the application of the proceeds from our IPO, as of May 30, 1999, we would have
had total indebtedness of $715.4 million, stockholders' equity of $179.9 million
and a ratio of debt to equity of 4.0 to 1.0. In addition, we and our
subsidiaries may be able to incur substantial additional indebtedness in the
future, which would increase our leverage.

         Our substantial indebtedness:

         -        will require us to dedicate approximately $14.1 million of our
                  cash flow to principal payments on our indebtedness during the
                  next fiscal year and, on a pro forma basis after giving effect
                  to the acquisition of the power device business, the
                  financings in connection with the acquisition, the application
                  of the proceeds of such financings, our IPO and the
                  application of the proceeds from the IPO, would have required
                  us to dedicate approximately $70.9 million of our cash flow to
                  interest payments on our indebtedness, thereby reducing the
                  availability of our cash flow to fund working capital, capital
                  expenditures, research and development efforts and other
                  general corporate purposes;

         -        increases our vulnerability to general adverse economic and
                  industry conditions;

         -        limits our flexibility in planning for, or reacting to,
                  changes in our business and the industry in which we operate;

         -        restricts us from making strategic acquisitions, introducing
                  new technologies or exploiting business opportunities; and

                                       2
5
         -        places us at a competitive disadvantage compared to our
                  competitors that have less debt.

         We may not be able to generate the necessary amount of cash to service
our existing debt, which may require us to refinance our debt or default on our
scheduled debt payments.

         On a pro forma basis after giving effect to the acquisition of the
power device business, the financings in connection with the acquisition, the
application of the proceeds of such financings, the IPO and the application of
the proceeds from the IPO, our interest expense for Fiscal 1999 would have been
$79.9 million. On a pro forma basis after giving effect to the acquisition of
the power device business, the financings in connection with the acquisition,
the application of the proceeds of such financings, our IPO and the application
of the proceeds from the IPO, our fixed charges for Fiscal 1999 would have
exceeded our earnings by $127.5 million. On a historical basis, our fixed
charges for Fiscal 1999 would have exceeded our earnings by $119.2 million. Our
historical financial results have been, and we expect our future financial
results will be, subject to substantial fluctuations.

         We cannot assure you that our business will generate sufficient cash
flow from operations, that currently anticipated cost savings and operating
improvements will be realized on schedule or at all or that future borrowings
will be available to us under our senior credit facilities in an amount
sufficient to enable us to pay our indebtedness or to fund our other liquidity
needs. In addition, because our senior credit facilities, which represented
approximately 16.1% of our pro forma as adjusted indebtedness as of May 30,
1999, have variable interest rates, the cost of those borrowings will increase
if market interest rates increase. If we are unable to service our indebtedness,
we may need to refinance all or a portion of our indebtedness on or before
maturity. We cannot assure you that we would be able to refinance any of our
indebtedness on commercially reasonable terms or at all, which could cause us to
default on our obligations and impair our liquidity.

OUR DEBT INSTRUMENTS RESTRICT OR PROHIBIT OUR ABILITY TO ENGAGE IN OR ENTER INTO
BUSINESS, OPERATING AND FINANCING ARRANGEMENTS, WHICH COULD ADVERSELY AFFECT OUR
ABILITY TO TAKE ADVANTAGE OF POTENTIALLY PROFITABLE BUSINESS OPPORTUNITIES.

         The operating and financial restrictions and covenants in our debt
instruments may limit our ability to finance our future operations or capital
needs or engage in other business activities that may be in our interest. Our
debt instruments impose significant operating and financial restrictions on us,
affecting our ability to incur additional indebtedness or create liens on our
assets, pay dividends, sell assets, engage in mergers or acquisitions, make
investments or engage in other business activities, which could place us at a
disadvantage relative to competitors not subject to such limitations. Failure to
comply with any such restrictions could result in a default under the terms of
our debt instruments. In the event of any such default, our debtholders could
demand payment of all borrowings outstanding, including accrued interest and
other fees. In addition, if we were unable to repay any borrowings under our
senior credit facilities when due, the lenders could proceed against their
collateral, which consists of substantially all of the assets of our company,
Fairchild Semiconductor Corporation and its subsidiary guarantors. If the
indebtedness under our debt instruments were to be accelerated, the value of our
common stock would likely decrease significantly.

AS A HOLDING COMPANY, WE ARE TOTALLY DEPENDENT ON DIVIDENDS FROM OUR OPERATING
SUBSIDIARIES TO MEET OUR DEBT OBLIGATIONS OR, SHOULD WE SO CHOOSE, PAY
DIVIDENDS.

         We expect our subsidiaries to retain substantially all of their
earnings to meet their own obligations. As a result, and because our subsidiary,
Fairchild Semiconductor Corporation, is prohibited by terms in

                                       3
6
its debt instruments from making payments to us, we may have difficulty meeting
our obligations, and it is therefore unlikely that we will be able to make
dividend payments in the near future. We are a holding company with no business
operations, and our only significant asset is the outstanding capital stock of
our subsidiaries. As we intend to use substantially all the net proceeds from
this offering to repay indebtedness, we will rely on payments from our
subsidiaries to meet our future obligations. Absent such payments, we will not
be able to pay cash dividends on our Class A Common Stock. We currently expect
that the earnings and cash flow of our subsidiaries will be retained and used by
them in their operations, including by Fairchild Semiconductor Corporation to
service its debt obligations. Even if we decided to pay a dividend on or make a
distribution in respect of our Class A Common Stock, we cannot assure you that
our subsidiaries will generate sufficient cash flow to pay a dividend or
distribute funds to us or that applicable state law and contractual
restrictions, including restrictions in Fairchild Semiconductor Corporation's
debt instruments, will permit such dividends or distributions.

DOWNTURNS IN THE HIGHLY CYCLICAL SEMICONDUCTOR INDUSTRY OR CHANGES IN END USER
MARKET DEMANDS COULD REDUCE THE VALUE OF OUR BUSINESS.

         The semiconductor industry is highly cyclical and the value of our
business may decline during the "down" portion of these cycles. During the
latter half of Fiscal 1998 and most of Fiscal 1999, we, as well as many others
in our industry, experienced significant declines in the pricing of our products
as customers reduced demand forecasts and manufacturers reduced prices to keep
capacity utilization high. We believe these trends were due primarily to the
Asian financial crisis and excess personal computer inventories. We cannot
assure you that the market for semiconductors will improve or that our markets
will not experience additional, possibly more severe and prolonged, downturns in
the future. In addition, we may experience significant changes in our
profitability as a result of variations in sales, changes in product mix, price
competition for orders and the costs associated with the introduction of new
products. The markets for our products depend on continued demand for personal
computer, industrial, telecommunications, consumer electronics and automotive
goods, and these end user markets may experience changes in demand that will
adversely affect our prospects.

NEW TECHNOLOGIES COULD RESULT IN THE DEVELOPMENT OF NEW PRODUCTS AND A DECREASE
IN DEMAND FOR OUR PRODUCTS, AND WE MAY NOT BE ABLE TO DEVELOP NEW PRODUCTS TO
SATISFY CHANGES IN CONSUMER DEMANDS.

         Our failure to develop new technologies, or react to changes in
existing technologies, could materially delay our development of new products,
which could result in decreased revenues and a loss of market share to our
competitors. Rapidly changing technologies and industry standards, along with
frequent new product introductions, characterize the semiconductor industry. Our
financial performance depends on our ability to design, develop, manufacture,
assemble, test, market and support new products and enhancements on a timely and
cost-effective basis. For example, because we do not have a Flash Memory
product, which is becoming a more significant product in the memory market, our
revenues from the memory segment of our business have decreased. We cannot
assure you that we will successfully identify new product opportunities and
develop and bring new products to market in a timely and cost-effective manner,
or that products or technologies developed by others will not render our
products or technologies obsolete or noncompetitive. A fundamental shift in
technologies in our product markets could have a material adverse effect on our
competitive position within the industry.

                                       4
7
THE SEMICONDUCTOR BUSINESS IS VERY COMPETITIVE AND INCREASED COMPETITION COULD
REDUCE THE VALUE OF AN INVESTMENT IN OUR COMPANY.

         The semiconductor industry, and the multi-market semiconductor product
markets in particular, are highly competitive. Competition is based on price,
product performance, quality, reliability and customer service. In addition,
even in strong markets, price pressures may emerge as competitors attempt to
gain a greater market share by lowering prices. Competition in the various
markets in which we participate comes from companies of various sizes, many of
which are larger and have greater financial and other resources than we have and
thus are better able to pursue acquisition candidates and can better withstand
adverse economic or market conditions. In addition, companies not currently in
direct competition with us may introduce competing products in the future.

BECAUSE OUR POWER DEVICE BUSINESS PREVIOUSLY OPERATED AS A DIVISION OF SAMSUNG
ELECTRONICS, THE COSTS OF OPERATING THIS BUSINESS AS AN INDEPENDENT ENTITY MAY
BE SIGNIFICANTLY GREATER THAN INITIALLY ESTIMATED.

         We purchased the power device business from Samsung Electronics in
April 1999. The operation of the power device business as an independent entity
may result in our incurring operating costs and expenses significantly greater
than we anticipated prior to the acquisition of the power device business. Prior
to our purchase of it, the power device business was operated as a division of
Samsung Electronics. During 1998, the power device business incurred costs for
research and development, sales and marketing and general and administrative
activities. These costs represent expenses incurred directly by the power device
business and charges allocated to it by Samsung Electronics. The power device
business now obtains many of these services on an arm's length basis. However,
to provide these services for a transition period after the acquisition of the
power device business, we entered into a Transitional Services Agreement with
Samsung Electronics under which the power device business continues to obtain a
number of these services. We cannot assure you that upon termination of the
Transitional Services Agreement, we will be able to obtain similar services on
comparable terms.

         We entered into a number of long-term supply and support contracts with
Samsung Electronics in connection with the acquisition of the power device
business, and any decrease in the purchase requirements of Samsung Electronics
or the inability of Samsung Electronics to meet its contractual obligations
could substantially reduce the financial performance of our Korean subsidiary.

         As a result of the acquisition of the power device business, we have
numerous arrangements with Samsung Electronics, including arrangements relating
to product sales, designation as a vendor to affiliated Samsung companies and
other services. Any material adverse change in the purchase requirements of
Samsung Electronics, in its ability to supply the agreed-upon services or in its
ability to fulfill its other obligations could have a material adverse effect on
our Korean subsidiary. Although historically the power device business generated
significant revenues from the sale of products to affiliated Samsung companies,
we cannot assure you that we will be able to sell any products to affiliated
Samsung companies or that the designation of the power device business as a
vendor to those affiliated Samsung companies will generate any revenues for our
company. Furthermore, under the Korean Fair Trade Law, the Fair Trade Commission
may issue an order requiring a change in the terms and conditions of the
agreements between us and Samsung Electronics if it concludes that Samsung
Electronics has provided us with undue support or discriminated against our
competitors.

                                       5
8
THE POWER DEVICE BUSINESS SUBJECTS OUR COMPANY TO RISKS INHERENT IN DOING
BUSINESS IN KOREA, INCLUDING LABOR RISK, POLITICAL RISK AND CURRENCY RISK.

         As a result of the acquisition of the power device business, we have
operations in South Korea and are subject to risks associated with doing
business in that country.

         In addition to other risks disclosed relating to international
operations, some businesses in South Korea are presently subject to labor
unrest. Also, relations between South Korea and North Korea have been tense over
most of South Korea's history. Recent events involving, among other things,
North Korea's refusal to comply with the Nuclear Non-Proliferation Treaty and
several naval confrontations, have caused the level of tension between the two
countries to increase. We cannot assure you as to whether or when this situation
will be resolved or change abruptly as a result of current or future events. An
adverse change in economic or political conditions in South Korea or in its
relations with North Korea could have a material adverse effect on our Korean
subsidiary.

         The power device business' sales are denominated primarily in U.S.
Dollars while a significant portion of its costs of goods sold and its operating
expenses are denominated in South Korean Won. Although we have taken steps to
fix the costs subject to currency fluctuations and to balance Dollar vs. Won
costs, a significant decrease in the value of the U.S. Dollar relative to the
Won could have a material adverse effect on our financial performance and
results of operations.

A CHANGE IN FOREIGN TAX LAWS OR A DIFFERENCE IN THE CONSTRUCTION OF CURRENT
FOREIGN TAX LAWS BY RELEVANT FOREIGN AUTHORITIES COULD RESULT IN OUR NOT
RECOGNIZING THE BENEFITS WE ANTICIPATED IN CONNECTION WITH THE TRANSACTION
STRUCTURE USED TO CONSUMMATE THE ACQUISITION OF THE POWER DEVICE BUSINESS.

         The transaction structure we utilized for the acquisition of the power
device business is based on assumptions about the various tax laws, including
withholding tax, and other relevant laws of foreign jurisdictions. In addition,
Fairchild Korea Semiconductor Ltd., our South Korean subsidiary, has been
granted a ten year tax holiday. The first seven years are tax-free, followed by
three years of income taxes at 50% of the statutory rate. If our assumptions
about tax and other relevant laws are incorrect, or if foreign taxing
jurisdictions were to change or modify the relevant laws, or if Fairchild Korea
Semiconductor Ltd. were to lose its tax holiday, we could suffer adverse tax and
other financial consequences or lose the benefits anticipated from our
transaction structure.

OUR INTERNATIONAL OPERATIONS SUBJECT US TO RISKS NOT FACED BY DOMESTIC
COMPETITORS.

         We cannot assure you that we will be successful in overcoming the risks
related to or arising from operating in international markets. We maintain
significant operations in Cebu, the Philippines, Penang, Malaysia and, through
the power device business, in South Korea. The following are risks inherent in
doing business on an international level:

         -        changes in import duties;

         -        trade restrictions;

         -        transportation delays;

         -        work stoppages;

                                       6
9
         -        economic and political instability;

         -        foreign currency fluctuations; and

         -        the laws, including tax laws, and policies of the United
                  States and of the countries in which we manufacture our
                  products.

PRODUCTION TIME AND THE OVERALL COST OF OUR PRODUCTS COULD INCREASE IF WE WERE
TO LOSE ONE OF OUR PRIMARY SUPPLIERS OR IF A PRIMARY SUPPLIER INCREASED THE
PRICES OF RAW MATERIALS.

     Our manufacturing operations depend upon obtaining adequate supplies of raw
materials on a timely basis, and our results of operations could be adversely
affected if we were unable to obtain adequate supplies of raw materials in a
timely manner or if the costs of raw materials increased significantly. We
purchase raw materials such as silicon wafers, lead frames, mold compound,
ceramic packages and chemicals and gases from a limited number of suppliers on a
just-in-time basis. From time to time, suppliers may extend lead times, limit
supplies or increase prices due to capacity constraints or other factors. In
addition, we subcontract a minority of our wafer fabrication and assembly and
test operations to other manufacturers, including Torex, NS Electronics Ltd.,
Samsung Electronics and National Semiconductor. Our operations and ability to
satisfy customer obligations could be adversely affected if our relationships
with these subcontractors were disrupted or terminated.

DELAYS IN BEGINNING PRODUCTION AT NEW FACILITIES, IMPLEMENTING NEW PRODUCTION
TECHNIQUES, OR IN CURING PROBLEMS ASSOCIATED WITH TECHNICAL EQUIPMENT
MALFUNCTIONS ALL COULD ADVERSELY AFFECT OUR MANUFACTURING EFFICIENCIES.

     Our manufacturing efficiency will be an important factor in our future
profitability, and we cannot assure you that we will be able to maintain our
manufacturing efficiency or increase manufacturing efficiency to the same extent
as our competitors. Our manufacturing processes are highly complex, require
advanced and costly equipment and are continuously being modified in an effort
to improve yields and product performance. Impurities or other difficulties in
the manufacturing process can lower yields.

     In addition, as is common in the semiconductor industry, we have from time
to time experienced difficulty in beginning production at new facilities or in
effecting transitions to new manufacturing processes. As a consequence, we have
suffered delays in product deliveries or reduced yields. We may experience
manufacturing problems in achieving acceptable yields or experience product
delivery delays in the future as a result of, among other things, capacity
constraints, construction delays, upgrading or expanding existing facilities or
changing our process technologies, any of which could result in a loss of future
revenues. Our operating results could also be adversely affected by the increase
in fixed costs and operating expenses related to increases in production
capacity if revenues do not increase proportionately.

                                       7
10
THE FAILURE OF NATIONAL SEMICONDUCTOR TO MAINTAIN ITS PURCHASE REQUIREMENTS OR
MEET ITS CONTRACTUAL OBLIGATIONS COULD ADVERSELY AFFECT OUR CAPACITY UTILIZATION
AND PROFITABILITY.

         We have several arrangements with National Semiconductor relating to
the provision of our services and the sale of our products. Any material adverse
change in the arrangements, such as National Semiconductor's ability to provide
the agreed-upon services, its ability to fulfill its intellectual property
indemnity obligations or its ability to fulfill its other obligations, could
have a material adverse effect on us. In addition, any material adverse change
in the purchase requirements of National Semiconductor under the foundry
services agreement, or failure to continue making purchases after expiration of
the agreement on June 11, 2000, could adversely affect our factory utilization
and profitability.

BECAUSE A LIMITED NUMBER OF PERSONS, INCLUDING MEMBERS OF OUR MANAGEMENT TEAM,
OWN A MAJORITY OF OUR SHARES AND THEREFORE CONTROL OUR COMPANY, DECISIONS MAY BE
MADE BY THEM THAT MAY BE DETRIMENTAL TO YOUR INTERESTS.

         After the completion of our IPO in early August 1999, Sterling Holding
Company, LLC and some of the key employees of our company owned 23,788,013
shares, or approximately 43.4%, of the outstanding Class A Common Stock, our
only class of voting stock, and 28,396,000 shares of Class B Common Stock which
are convertible into shares of Class A Common Stock on a one-to-one basis
(based on stock ownership as of May 30, 1999). By virtue of such stock
ownership, such persons have the power to direct our affairs and are able to
determine the outcome of matters required to be submitted to stockholders for
approval, including the election of a majority of our directors and amendment
of our Certificate of Incorporation. We cannot assure you that such persons
will not exercise their control over us in a manner detrimental to your
interests.

BECAUSE MUCH OF OUR SUCCESS AND VALUE LIES IN OUR OWNERSHIP AND USE OF
INTELLECTUAL PROPERTY, OUR FAILURE TO PROTECT THAT PROPERTY COULD ADVERSELY
AFFECT OUR FUTURE GROWTH AND CONTINUED SUCCESS.

         Failure to protect our existing intellectual property rights may result
in our losing valuable technologies or having to pay others for infringing on
their intellectual property rights. We rely on patent, trade secret, trademark
and copyright law to protect such technologies. Some of our technologies are not
covered by any patent or patent application, and we cannot assure you that:

         -        any of the more than 250 U.S. patents owned by us or numerous
                  other patents which third parties license to us will not be
                  invalidated, circumvented, challenged or licensed to others;
                  or

         -        any of our pending or future patent applications will be
                  issued within the scope of the claims sought by us, if at all.

         In addition, effective patent, trademark, copyright and trade secret
protection may be unavailable, limited or not applied for in certain foreign
countries.

         We also seek to protect our proprietary technologies, including
technologies that may not be patented or patentable, in part by confidentiality
agreements and, if applicable, inventors' rights agreements with our
collaborators, advisors, employees and consultants. We cannot assure you that
these agreements will not be breached, that we will have adequate remedies for
any breach or that such persons or institutions will not assert rights to
intellectual property arising out of such research. Certain of our technologies
have been licensed on a non-exclusive basis from National Semiconductor which
may license such

                                       8
11
technologies to others, including, commencing on March 11, 2002, our
competitors. In addition, under a technology licensing and transfer agreement,
National Semiconductor has limited royalty-free, worldwide license rights
(without right to sublicense) to some of our technologies. If necessary or
desirable, we may seek licenses under patents or intellectual property rights
claimed by others. However, we cannot assure you that we will obtain such
licenses or that the terms of any offered licenses will be acceptable to us. The
failure to obtain a license from a third party for technologies we use could
cause us to incur substantial liabilities and to suspend the manufacture or
shipment of products or our use of processes requiring the technologies.

OUR FAILURE TO OBTAIN OR MAINTAIN THE RIGHT TO USE CERTAIN TECHNOLOGIES MAY
NEGATIVELY AFFECT OUR FINANCIAL RESULTS.

         Our future success and competitive position depend in part upon our
ability to obtain or maintain certain proprietary technologies used in our
principal products, which is achieved in part by defending claims by our
competitors of intellectual property infringement. While we are not currently
engaged in any material intellectual property litigation, we could become
subject to lawsuits in which it is alleged that we have infringed upon the
intellectual property rights of others. Our involvement in intellectual property
litigation could result in significant expense to us, adversely affecting sales
of the challenged product or technologies and diverting the efforts of our
technical and management personnel, whether or not such litigation is resolved
in our favor. In the event of an adverse outcome as a defendant in any such
litigation, we may be required to:

         -        pay substantial damages;

         -        cease the manufacture, use, sale or importation of infringing
                  products;

         -        expend significant resources to develop or acquire
                  non-infringing technologies;

         -        discontinue processes; or

         -        obtain licenses to the infringing technologies.

         We cannot assure you that we would be successful in such development or
acquisition or that such licenses would be available under reasonable terms. Any
such development, acquisition or license could require the expenditure of
substantial time and other resources.

WE MAY NOT BE ABLE TO CONSUMMATE FUTURE ACQUISITIONS, AND CONSEQUENCES OF THOSE
ACQUISITIONS WHICH WE DO COMPLETE MAY ADVERSELY AFFECT US.

         We plan to continue to pursue additional acquisitions of related
businesses. The expense incurred in consummating the future acquisition of
related businesses, or our failure or inability to integrate such businesses
successfully into our existing business, could result in our incurring
unanticipated expenses and losses. We plan to continue to pursue additional
acquisitions of related businesses in the future. We cannot assure you, however,
that we will be able to identify or finance additional acquisitions or that, if
consummated, we will realize any anticipated benefits from such acquisitions.

         Should we successfully acquire another business, the process of
integrating acquired operations into our existing operations may result in
unforeseen operating difficulties and may require significant financial
resources that would otherwise be available for the ongoing development or
expansion of our existing operations. In addition, although Samsung Electronics
assists us in integrating the operations of

                                       9
12
the power device business into our operations pursuant to the Transitional
Services Agreement, we may encounter unforeseen obstacles or costs in such
integration. Possible future acquisitions could result in the incurrence of
additional debt, contingent liabilities and amortization expenses related to
goodwill and other intangible assets, all of which could have a material adverse
effect on our financial condition and operating results.

MORE THAN 70% OF OUR TOTAL OUTSTANDING SHARES MAY BE SOLD INTO THE MARKET IN THE
NEAR FUTURE; FUTURE SALES OF THOSE SHARES COULD DEPRESS THE MARKET PRICE OF THE
CLASS A COMMON STOCK.

         Immediately after our IPO, the public market for the Class A Common
Stock will include only the shares that are sold in the IPO, the shares that
some of our employees are selling under this prospectus, shares which some of
our senior managers may sell in connection with our deferred compensation plan
and shares that other employees who have exercised stock options may sell. Some
shares held by our existing stockholders are subject to "lock-up" agreements
that prohibit existing stockholders from selling their shares of Class A Common
Stock in the public market for 180 days after the completion of our IPO. When
the 180-day "lock-up" period expires, or if the underwriters of our initial
public offering consent, in their sole discretion, to an earlier sale, our
existing stockholders will be able to sell their shares in the public market,
subject to legal restrictions. If our existing stockholders sell a large number
of shares, the market price of shares of Class A Common Stock could decline, as
such sales may be viewed by the public as an indication of an upcoming or
recently occurring shortfall in the financial performance of our company.
Moreover, the perception in the public market that these stockholders might
sell shares of Class A Common Stock could depress the market price of the Class
A Common Stock. Furthermore, our existing stockholders have the right to
require us to register their shares, which may facilitate their sale of shares
in the public market.

BECAUSE YOU WILL PAY MORE FOR YOUR SHARES THAN SOME EXISTING STOCKHOLDERS, THE
VALUE OF YOUR INVESTMENT IN OUR CLASS A COMMON STOCK WILL BE DILUTED.

         If you purchase shares of Class A Common Stock offered by this
prospectus, you will probably pay more for your shares than the amount paid by
existing stockholders or individuals or companies which acquired shares by
exercising options granted before this offering. As a result, the value of your
investment based on the value of our net tangible assets, as recorded on our
books, will likely be less than the amount you pay for shares of Class A Common
Stock offered by this prospectus.

                                       10
13
                             FAIRCHILD SEMICONDUCTOR

         Fairchild Semiconductor International is the largest independent
semiconductor company focused solely on multi-market products, based on fiscal
1999 revenues on a pro forma basis. We design, develop and market analog,
discrete, logic and non-volatile memory semiconductors. For more detailed
information, you should refer to

         -        our Annual Report on Form 10-K for our fiscal year ended May
                  31, 1998;

         -        the prospectus filed with the SEC in connection with our IPO
                  pursuant to Rule 424(b) under the Securities Act; and

         -        other reports and information incorporated by reference into
                  this prospectus or the registration statement that includes
                  this prospectus.

For information on how we can "incorporate by reference" other filings we have
made or will make with the SEC, and how we can disclose important information to
you in such manner, see "Where You Can Find More Information -- Incorporation of
Documents by Reference."

         Our principal executive offices are located at 333 Western Avenue,
South Portland, Maine 04106 and our telephone number is (207) 775-8100.

                                 USE OF PROCEEDS

         All shares of Class A Common Stock sold pursuant to this prospectus
will be sold by some of our employees, whom we refer to as "selling
stockholders," for their own accounts.

         We will not receive any of the proceeds from sales covered by this
prospectus.

                              SELLING STOCKHOLDERS

     The selling stockholders may sell from time to time any of the shares of
Class A Common Stock covered by this prospectus. Therefore, we cannot estimate
the number of shares that may be offered for sale under this prospectus at any
given time.

     The table below sets forth the following information, assuming sale by
the selling stockholders of all shares of Class A Common Stock acquired by them
prior to the date of this prospectus under options granted pursuant to the
Stock Option Plan: (1) the name of the selling stockholder; (2) the nature of
positions held by the selling stockholder within the past three years with our
company; (3) the number of shares of Class A Common Stock owned by the selling
stockholder as of the commencement of the offering covered by this prospectus
and offered by this prospectus for the account of that selling stockholder; and
(4) the number of shares of Class A Common Stock to be owned by the selling
stockholder if all shares covered by this prospectus held by such stockholder
are sold.

                                       11
14
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
NAME OF                    POSITION                                                   SHARES OWNED  SHARES OWNED AFTER
SELLING STOCKHOLDER        IN COMPANY                                                  AND OFFERED   COMPLETION OF OFFERING
-------------------        ----------                                                  ------------  ----------------------
Barlow, Jeff               Director - Finance                                                250.00          0.00
Bartlett, Paul W.          Director - Sales                                                2,000.00          0.00
Bencuya, Izak              Vice President - Engineering                                   18,400.00          0.00
Bevacqua, John             Manager - Sales                                                   800.00          0.00
Boomer, James              Manager - Engineering                                          16,800.00          0.00
Cheung, Manton             Manager - Engineering                                           1,920.00          0.00
Chew, Chee Khow            Manager - Senior Section                                        1,680.00          0.00
Chong, David Sook Lim      Engineer                                                        1,200.00          0.00
Curry, Michael             Manager - Sales                                                15,840.00          0.00
Davis, Michael             Manager - Sales                                                 1,600.00          0.00
Delano, Darryl L.          Director - Engineering                                         16,000.00          0.00
Dosdos, Bigildis           Engineer                                                        2,880.00          0.00
Dries, Rolf                Manager - Engineering                                           4,800.00          0.00
Feldman, Ron               Engineer                                                        2,400.00          0.00
Foard, Peggy               Administrative Assistant                                          100.00          0.00
Forcier, Lawrence F.       Director - Quality                                             12,000.00          0.00
Fortin, Gerard             Director - Engineering                                         21,600.00          0.00
Goldschmidt,Jr., William   Manager - Manufacturing                                        14,400.00          0.00
Gordon, Jean               Engineer - Section Head                                         1,680.00          0.00
Gray, John P.              Director - Sales                                               10,560.00          0.00
Groth, Peter               Director - Investor Relations (formerly Director-Marketing)     5,040.00          0.00
Hall, William              Director - Marketing                                            8,000.00          0.00
Hargrave, Dane             Section Head                                                    1,200.00          0.00
Henry, David               Vice President and Corporate Controller                        11,200.00          0.00
Henville-Shannon, Frances  No longer an employee (formerly Director HR)                    1,600.00          0.00
Hom, John                  Manager - Finance, Plant Controller                             4,800.00          0.00
Hong, Gladys Mei Ling      Engineer                                                        1,200.00          0.00
Jacob, Timothy             Director - Engineering                                         21,600.00          0.00
Kar, Kevin                 Engineer - Senior Process                                         800.00          0.00
Knowles, Sara              Manager - Human Resources                                       1,200.00          0.00
12
15
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
NAME OF                     POSITION                                         SHARES OWNED  SHARES OWNED AFTER
SELLING STOCKHOLDER         IN COMPANY                                       AND OFFERED   COMPLETION OF OFFERING
-------------------         ----------                                       ------------  ----------------------
Lau, Arthur                 Director - Engineering                               9,600.00          0.00
Leong, Selina               Manager - Manufacturing                              3,600.00          0.00
Leu, Nick                   Manager - Customer Program                           5,760.00          0.00
Lewis, Richard              Engineer                                             3,360.00          0.00
Lim, Ewe Seong              Manager - Senior Section                             2,160.00          0.00
Lim, Hock Heng              Manager - Section                                    1,200.00          0.00
Lim, Quek Cheng             Manager - Senior Section                             4,800.00          0.00
Loh, K.F.                   Director                                            19,200.00          0.00
Loh, Kim Tat                Manager - Section                                    1,680.00          0.00
London, Kevin B.            Manager - Human Resources                            5,600.00          0.00
Lones, Paul                 Director - Engineering                              12,000.00          0.00
Lovejoy, Diane L.           Administrative Assistant                               400.00          0.00
Luciani, Antonio            Manager - Engineering                                1,920.00          0.00
Lucido, Scott               Supervisor - Production                              1,680.00          0.00
Marx, Frank                 Director - Marketing                                 3,200.00          0.00
Meader, Michael             Engineer - Process                                     165.00          0.00
Mellick, Garth S.           Engineer                                             2,000.00          0.00
Michael, Jonathan           Director - Finance                                   9,600.00          0.00
Mo, Brian                   Engineer - Process                                   2,880.00          0.00
Montesclaros, Porferio      Manager - CP                                         4,800.00          0.00
Nasar, Shaikh W. "Rick"     Director - Engineering                               3,600.00          0.00
Ong, Ewe  Lay               Manager - Section                                    1,200.00          0.00
Park, Steven                Engineer                                             9,600.00          0.00
Patel, Ghulam               Engineer                                               250.00          0.00
Pino, David                 No longer with company (formerly Manager-Planning    1,120.00          0.00
Pirro, Nick                 Manager - Sales                                      1,600.00          0.00
Prendergast, John           Engineer                                             4,800.00          0.00
Richardson, Beth C.         Director - Human Resources                           5,875.00          0.00
Rowe, Brent A.              Director - Marketing                                 6,900.00          0.00
Ruth, Liliane               Retired - formerly Controller                        3,200.00          0.00
13
16
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
NAME OF                    POSITION                                          SHARES OWNED  SHARES OWNED AFTER
SELLING STOCKHOLDER        IN COMPANY                                         AND OFFERED   COMPLETION OF OFFERING
-------------------        ----------                                         ------------  ----------------------
Sapp, Steven               Manager - Engineering                                  2,000.00          0.00
Schoenwald, Dave           Director - Engineering                                28,800.00          0.00
Shumway, Howard G.         Manager - Engineering                                 16,800.00          0.00
Singh, Narinder            Manager                                                4,800.00          0.00
Sommaruga, Giorgio         Director - Sales                                      48,000.00          0.00
Spinelli, Ambrogio         Manager - Sales                                        2,400.00          0.00
Spreen, William            Manager - Engineering                                  4,800.00          0.00
Stahl, Karl                Engineer                                               1,500.00          0.00
Swick, Joshua              Manager                                                  200.00          0.00
Tan, Chew Gek Corina       Manager - Section                                      1,200.00          0.00
Tan, Lai Lai               Manager - Section                                      1,200.00          0.00
Tan, Y. H.                 Manager - Department                                   3,600.00          0.00
Teoh, Kok Leong            Manager - Senior Section                               1,680.00          0.00
Towse, Matt                Vice President and Treasurer                           5,600.00          0.00
Vautin, Robert G.          Director - Marketing                                  12,000.00          0.00
Volin, Henry               Manager - Planning                                     4,800.00          0.00
Warner,Jr., John           No longer with company (formerly Director - Sales)     1,600.00          0.00
Wespi, Karen               Manager - Sales                                          800.00          0.00
Wilson, Doug               Director - Manufacturing                              19,200.00          0.00
Wood, Michael David        Director - Marketing                                   9,600.00          0.00
Yang, Karl                 Engineer                                               8,000.00          0.00
Ying, Annie                Engineer                                               1,600.00          0.00
Yoon, Khai  Yeng           Director - Human Resources                             1,920.00          0.00
Yoong, Xavier              Manager - Department                                   2,400.00          0.00
Zehngut, David             Engineer                                                 500.00          0.00

Chaiyakul, Annie           Engineer - Software                                      600.00          0.00
Stewart, Dale E.           Manager - Purchasing                                   1,800.00          0.00
Vedire, Venkataramana      Engineer - Marketing                                     900.00          0.00
14
17
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
NAME OF                    POSITION         SHARES OWNED  SHARES OWNED AFTER
SELLING STOCKHOLDER        IN COMPANY       AND OFFERED   COMPLETION OF OFFERING
-------------------        ----------       ------------  ----------------------
Clunan, John D.            Manager - Sales         700.00          0.00
15
18
                              PLAN OF DISTRIBUTION

         The Class A Common Stock offered by this prospectus may be sold from
time to time in one or more transactions through any of several methods,
including in transactions on the New York Stock Exchange, in ordinary brokerage
transactions or block transactions, in negotiated transactions, through
underwriters or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices relating to such prevailing market
prices or at negotiated prices. The selling stockholders may effect such
transactions by selling shares through a broker or brokers or underwriters, who
may act as principal or agent or both agent and principal, and such brokers or
underwriters may receive compensation from the selling stockholders not to
exceed that which is customary for the particular transactions.

         Any shares of Class A Common Stock covered by this prospectus that
qualify for sale pursuant to Rule 144 of the Securities Act may be sold under
that rule rather than pursuant to this prospectus. We cannot be sure that any of
the selling stockholders will sell any or all of the shares of Class A Common
Stock offered by them under this prospectus. We will not receive any proceeds
from any sale of the shares of Class A Common Stock covered by this prospectus.

                     WHERE YOU CAN FIND MORE INFORMATION --
                     INCORPORATION OF DOCUMENTS BY REFERENCE

         Under the Securities Exchange Act of 1934, we are required to file
annual, quarterly and special reports, proxy statements and other information
with the SEC. You may read and copy any document we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. Please call the SEC
at 800-SEC-0330 for further information about the public reference room. SEC
filings are also available to the public on the SEC's web site at
http://www.sec.gov.

                                       16
19
         We have filed a registration statement on Form S-8 with the SEC to
register the shares offered by this prospectus. This prospectus is part of the
registration statement but, as permitted by SEC rules, this prospectus does not
contain all the information that you can find in the registration statement or
the exhibits to the registration statement.

         The SEC allows us to "incorporate by reference" the information that we
file with the SEC. This means we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, except if it is
superseded by information in this prospectus or by later information that we
file with the SEC. Information that is filed with the SEC after the date of this
prospectus will automatically update and supersede the information contained or
incorporated by reference in this prospectus.

         The documents listed below are incorporated by reference in this
prospectus. They contain important information about Fairchild International and
its financial condition.

                  -        Our Annual Report on Form 10-K for the fiscal year
                           ended May 31, 1998 (SEC File No. 333-26897-01), filed
                           August 27, 1998, as amended.

                  -        All reports we have filed with the SEC since May 31,
                           1998 under Sections 13(a) and 15(d) of the Securities
                           Exchange Act of 1934.

                  -        All reports which we will file after the date of this
                           prospectus under Sections 13(a), 13(c), 14 or 15(d)
                           of the Securities Exchange Act of 1934, prior to the
                           termination of the offering of shares covered by this
                           prospectus.

                  -        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 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, the prospectus we filed on August 4,
                           1999 pursuant to Rule 424(b) under the Securities Act
                           of 1933, in connection with our initial public
                           offering of Class A Common Stock, is incorporated by
                           reference into the registration statement that
                           includes this prospectus.

         You may request a copy of these filings, excluding all exhibits unless
an exhibit has been specifically incorporated by reference, at no cost, by
writing or telephoning us at:

                                     Fairchild Semiconductor International, Inc.
                                     333 Western Avenue, Mail Stop 01-00
                                     South Portland, ME 04106
                                     (207) 775-8100
                                     Attention: General Counsel

         When you are deciding whether to purchase the shares being offered by
this prospectus, you should rely only on the information incorporated by
reference or provided in this prospectus or any supplement. We have not
authorized anyone else to provide you with different information. This
prospectus is not an offer to sell shares of common stock in any state where
such an offer is not permitted. You should not assume that the information in
this prospectus or any supplement is accurate as of any date other than the date
on the front of those documents.

                                       17
20
                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

         The statements incorporated by reference or contained in this
prospectus discuss our future expectations, contain projections of results of
operations or financial condition, and include other "forward-looking"
information within the meaning of Section 27A of the Securities Act of 1933, as
amended. Our actual results may differ materially from those expressed in
forward-looking statements made or incorporated by reference in this prospectus.
Forward-looking statements that express our beliefs, plans, objectives,
assumptions or future events or performance may involve estimates, assumptions,
risks and uncertainties. Therefore, our actual results and performance may
differ materially from those expressed in the forward-looking statements.
Forward-looking statements often, although not always, include words or phrases
such as the following:

                           -        "will likely result"

                           -        "are expected to"

                           -        "will continue"

                           -        "is anticipated"

                           -        "estimate"

                           -        "intends"

                           -        "plans"

                           -        "projection"

                           -        "outlook"

         You should not unduly rely on forward-looking statements contained or
incorporated by reference in this prospectus. Factors discussed in the following
documents describe various uncertainties, estimates, assumptions and risks which
may cause actual results or outcomes to differ materially from those expressed
in forward-looking statements. You should read and interpret any forward-looking
statements together with these documents.

                           -        The documents incorporated by reference in
                                    this prospectus or the registration
                                    statement which contains this prospectus
                                    under the captions "Risk Factors."
                                    "Business" and "Management's Discussion and
                                    Analysis of Financial Condition and Results
                                    of Operations."

                           -        The risk factors described in this
                                    prospectus under the caption "Risk Factors."

                           -        Our other SEC filings.

         Any forward-looking statement speaks only as of the date on which that
statement is made. We will not update any forward-looking statement to reflect
events or circumstances that occur after the date on which such statement is
made.

                                     EXPERTS

         The consolidated financial statements and schedules of Fairchild
Semiconductor International, Inc. as of May 31, 1998 and May 30, 1999, and for
each of the years in the three-year period ended May 30, 1999, are incorporated
by reference in this registration statement in reliance upon the reports of KPMG
LLP, independent certified public accountants, incorporated by reference in this
registration statement, and upon the authority of said firm as experts in
accounting and auditing.

                                       18
21
         The report of KPMG LLP covering the May 30, 1999 consolidated financial
statements of Fairchild Semiconductor International, Inc. contains an
explanatory paragraph that states that we changed our method of accounting for
business process reengineering costs in 1998 to adopt the provisions of the
Emerging Issues Task Force Issue 97-13, "Accounting for Business Process
Reengineering Costs."

         The audited financial statements of the power device business
incorporated by reference in this registration statement have been audited by
Samil Accounting Corporation, independent certified public accountants, whose
report thereon is incorporated by reference in this registration statement. Such
financial statements have been so incorporated in reliance upon the report of
such independent accountants given on the authority of said firm as experts in
auditing and accounting.

         The financial statements of Raytheon Semiconductor, Inc. as of December
31, 1997 and for the year then ended, have been incorporated by reference in
this registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference in this registration
statement, and upon the authority of said firm as experts in accounting and
auditing.

         The consolidated financial statements and schedules of Fairchild
Semiconductor International, Inc. and subsidiaries appearing in its Annual
Report on Form 10-K for the fiscal year ended May 31, 1998 are incorporated by
reference herein and in this registration statement in reliance upon the
reports of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.

                                       19
22
                                    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) The prospectus we filed August 4, 1999, pursuant to Rule 424(b)
under the Securities Act of 1933, in connection with our initial public offering
of Class A Common Stock, which we registered on a registration statement on Form
S-1 (SEC File No. 333-78557), filed May 14, 1999, as amended;

         (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.
23
         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
24
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         To the extent that shares of Class A Common Stock reoffered or resold
pursuant to this registration statement constitute restricted securities, they
were acquired from the registrant pursuant to the exemption from registration
provided by Rule 701 promulgated under the Securities Act of 1933, as amended.

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 Exhibit 3.05 of amendment No. 3 to our registration
         statement on Form S-1 (File No. 333-78557), filed July 9, 1999).

5        Opinion of Dechert Price & Rhoads.

15       Not applicable.

23.1     Consent of KPMG LLP.

23.2     Consent of KPMG LLP.

23.3     Consent of Samil Accounting Corporation.

23.4     Consent of Dechert Price & Rhoads (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;

                                      II-3
25
                  (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.

         (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
26
                                   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 August 4,
1999.

                                     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 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    August 4, 1999
-------------------------------    (principal executive officer)
Kirk P. Pond

                                   Executive Vice President and Chief
/s/ Joseph R. Martin               Financial Officer, and Director          August 4, 1999
-------------------------------    (principal financial officer)
Joseph R. Martin

                                                                            August 4, 1999
/s/ David A. Henry                 Vice President, Controller
-------------------------------    (principal accounting officer)
David A. Henry

/s/ Brian L. Halla                 Director                                 August 4, 1999
-------------------------------
Brian L. Halla

                                   Director                                 August 4, 1999
-------------------------------
William N. Stout
27
/s/ Richard M. Cashin, Jr.         Director                                 August 4, 1999
-------------------------------
Richard M. Cashin, Jr.

/s/ Paul C. Schorr IV              Director                                 August 4, 1999
-------------------------------
Paul C. Schorr IV

/s/ Ronald W. Shelly               Director                                 August 4, 1999
-------------------------------
Ronald W. Shelly