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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Fairchild Semiconductor International, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Fairchild Semiconductor International Inc (Name of Issuer) Common Stock (Title of Class of Securities) 303726103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 9, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* FAIRCHILD SEMICONDUCTOR INTE (Name of Issuer) Common Stock (Title of Class of Securities) 303726103 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| September 29, 2016 |
Fairchild Semiconductor International 15-12B 15-12B OMB APPROVAL OMB Number: 3235-0167 Expires: March 31, 2018 Estimated average burden hours per response 1. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS 1 d430576ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. 333-35347 Registration No. 333-84439 Registration No. 333-84747 Registration No. 333-31812 Registration No. 333-40412 Registration No. 333-40416 Registration No. 333-44432 Registration No. 333-53620 Registration No. 333-82694 Registration No. 333-107342 Registration No. 3 |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS 1 d430576ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. 333-35347 Registration No. 333-84439 Registration No. 333-84747 Registration No. 333-31812 Registration No. 333-40412 Registration No. 333-40416 Registration No. 333-44432 Registration No. 333-53620 Registration No. 333-82694 Registration No. 333-107342 Registration No. 3 |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS 1 d430576ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. 333-35347 Registration No. 333-84439 Registration No. 333-84747 Registration No. 333-31812 Registration No. 333-40412 Registration No. 333-40416 Registration No. 333-44432 Registration No. 333-53620 Registration No. 333-82694 Registration No. 333-107342 Registration No. 3 |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS 1 d430576ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. 333-35347 Registration No. 333-84439 Registration No. 333-84747 Registration No. 333-31812 Registration No. 333-40412 Registration No. 333-40416 Registration No. 333-44432 Registration No. 333-53620 Registration No. 333-82694 Registration No. 333-107342 Registration No. 3 |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS 1 d430576ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. 333-35347 Registration No. 333-84439 Registration No. 333-84747 Registration No. 333-31812 Registration No. 333-40412 Registration No. 333-40416 Registration No. 333-44432 Registration No. 333-53620 Registration No. 333-82694 Registration No. 333-107342 Registration No. 3 |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS 1 d430576ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. 333-35347 Registration No. 333-84439 Registration No. 333-84747 Registration No. 333-31812 Registration No. 333-40412 Registration No. 333-40416 Registration No. 333-44432 Registration No. 333-53620 Registration No. 333-82694 Registration No. 333-107342 Registration No. 3 |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS 1 d430576ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. 333-35347 Registration No. 333-84439 Registration No. 333-84747 Registration No. 333-31812 Registration No. 333-40412 Registration No. 333-40416 Registration No. 333-44432 Registration No. 333-53620 Registration No. 333-82694 Registration No. 333-107342 Registration No. 3 |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Fairchild Semiconductor International S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. |
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| September 19, 2016 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2016 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State or other jurisdicti |
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| September 19, 2016 |
EX-99.1 4 d237186dex991.htm EX-99.1 Exhibit 99.1 ON Semiconductor Successfully Completes Acquisition of Fairchild Semiconductor for $2.4 Billion in Cash Acquisition creates a leader in power management and analog semiconductors, and provides a platform for the company to rapidly expand profitability PHOENIX, Ariz. – September 19, 2016 – ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor” |
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| September 19, 2016 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. EX-3.1 2 d237186dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. FIRST: The name of the corporation is Fairchild Semiconductor International, Inc. (the “Company”). SECOND: The address of the registered office of the Company in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, De |
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| September 19, 2016 |
EX-3.2 3 d237186dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 1.3 Corporate Seal 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place of Meetings 1 2.2 Annual Meeting 2 2.3 Special Meeting 2 2.4 Notice of Stockholders’ Meetings 2 2.5 Manner of Givi |
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| September 19, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 27 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par val |
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| September 19, 2016 |
EX-99.(a)(5)(AA) Exhibit (a)(5)(AA) ON Semiconductor Successfully Completes Acquisition of Fairchild Semiconductor for $2.4 Billion in Cash Acquisition creates a leader in power management and analog semiconductors, and provides a platform for the company to rapidly expand profitability PHOENIX, Ariz. ? September 19, 2016 ? ON Semiconductor Corporation (Nasdaq: ON) (?ON Semiconductor?) and Fairchi |
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| September 19, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A 1 d430579dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 26) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation ( |
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| September 2, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 26 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par val |
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| September 2, 2016 |
EX-99.(A)(5)(Z) 2 d218924dex99a5z.htm EX-99.(A)(5)(Z) Exhibit (a)(5)(Z) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. – September 2, 2016 – ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”) announced that it has extended its previously announced tender offer to purchase |
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| September 2, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 25) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fi |
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| August 25, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 25 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par val |
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| August 25, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 25 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par val |
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| August 25, 2016 |
ON Semiconductor Announces Receipt of Regulatory Approval for Acquisition of Fairchild Semiconductor EX-99.(a)(5)(Y) Exhibit (a)(5)(Y) News Release ON Semiconductor Announces Receipt of Regulatory Approval for Acquisition of Fairchild Semiconductor PHOENIX, Ariz. ? Aug. 25, 2016 ? ON Semiconductor (Nasdaq: ON) (?ON Semiconductor?) announced today that the U.S. Federal Trade Commission (?FTC?) has accepted a proposed consent order for public comment and has terminated the Hart-Scott-Rodino waiting |
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| August 25, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A 1 d249114dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 24) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation ( |
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| August 25, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A 1 d249114dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 24) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation ( |
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| August 25, 2016 |
ON Semiconductor Announces Receipt of Regulatory Approval for Acquisition of Fairchild Semiconductor EX-99.(a)(5)(Y) Exhibit (a)(5)(Y) News Release ON Semiconductor Announces Receipt of Regulatory Approval for Acquisition of Fairchild Semiconductor PHOENIX, Ariz. ? Aug. 25, 2016 ? ON Semiconductor (Nasdaq: ON) (?ON Semiconductor?) announced today that the U.S. Federal Trade Commission (?FTC?) has accepted a proposed consent order for public comment and has terminated the Hart-Scott-Rodino waiting |
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| August 19, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-99.(A)(5)(X) 2 d244325dex99a5x.htm EX-99.(A)(5)(X) Exhibit (a)(5)(X) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. – August 19, 2016 – ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”) announced that it has extended its previously announced tender offer to purchase a |
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| August 19, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A 1 d244325dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 23) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation ( |
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| August 19, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A 1 d244325dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 23) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation ( |
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| August 19, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-99.(A)(5)(X) 2 d244325dex99a5x.htm EX-99.(A)(5)(X) Exhibit (a)(5)(X) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. – August 19, 2016 – ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”) announced that it has extended its previously announced tender offer to purchase a |
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| August 19, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 24 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par val |
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| August 19, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 24 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par val |
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| August 17, 2016 |
EX-32.01 Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Fairchild Semiconductor International, Inc. (the ?company?) on Form 10-Q, as amended, for the period ended March 27, 2016 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Ma |
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| August 17, 2016 |
EX-31.02 Exhibit 31.02 CERTIFICATION I, Mark S. Frey, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Fairchild Semiconductor International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
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| August 17, 2016 |
Fairchild Semiconductor International FORM 10-Q AMENDMENT NO. 1 (Quarterly Report) Form 10-Q Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi |
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| August 17, 2016 |
EX-32.02 Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Fairchild Semiconductor International, Inc. (the ?company?) on Form 10-Q, as amended, for the period ended March 27, 2016 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Ma |
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| August 17, 2016 |
EX-31.01 Exhibit 31.01 CERTIFICATION I, Mark S. Thompson, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Fairchild Semiconductor International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements |
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| August 17, 2016 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.01 Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Fairchild Semiconductor International, Inc.: We consent to the incorporation by reference in the registration statements (Nos. 333-200991, 333-191757, 333-183391, 333-177790, 333-170397, 333-164520, 333-157572, 333-107342, and 333-148809) on Form S-8 of Fairchild Semiconductor International, Inc. |
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| August 17, 2016 |
EX-31.01 Exhibit 31.01 CERTIFICATION I, Mark S. Thompson, certify that: 1. I have reviewed this annual report on Form 10-K/A of Fairchild Semiconductor International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements we |
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| August 17, 2016 |
Fairchild Semiconductor International 10-K/A (Annual Report) 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 3) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 27, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-15181 |
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| August 17, 2016 |
EX-32.02 Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Fairchild Semiconductor International, Inc. (the ?company?) on Form 10-K, as amended, for the period ended December 27, 2015 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Ma |
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| August 17, 2016 |
EX-32.01 Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Fairchild Semiconductor International, Inc. (the ?company?) on Form 10-K, as amended, for the period ended December 27, 2015 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Ma |
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| August 17, 2016 |
EX-31.02 Exhibit 31.02 CERTIFICATION I, Mark S. Frey, certify that: 1. I have reviewed this annual report on Form 10-K/A of Fairchild Semiconductor International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were m |
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| August 10, 2016 |
EX-32.01 Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Fairchild Semiconductor International, Inc. (the ?company?) on Form 10-Q for the period ended June 26, 2016 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Mark S. Thompson |
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| August 10, 2016 |
Good-Bye! (Leaving the SEC Website) This page is temporarily unavailable. EX-10.01 Exhibit 10.01 Fairchild Semiconductor International, Inc. Description of Non-employee Director Compensation as of 25 May 2016 Non-Employee Directors Cash retainer $60,000 per year For all purposes of this program, unless otherwise provided, ?year? refers to the director?s annual term of office, which is approximately May to May. Partial year service will be prorated. All cash payments und |
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| August 10, 2016 |
EX-31.02 Exhibit 31.02 CERTIFICATION I, Mark S. Frey, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Fairchild Semiconductor International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were |
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| August 10, 2016 |
Fairchild Semiconductor International 10-Q (Quarterly Report) 10-Q 1 d199456d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio |
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| August 10, 2016 |
EX-32.02 Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Fairchild Semiconductor International, Inc. (the ?company?) on Form 10-Q for the period ended June 26, 2016 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Mark S. Frey, Ch |
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| August 10, 2016 |
EX-31.01 Exhibit 31.01 CERTIFICATION I, Mark S. Thompson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Fairchild Semiconductor International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements w |
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| August 8, 2016 |
UPDATE ON FAIRCHILD TRANSACTION EX-99.(A)(5)(V) 2 d208107dex99a5v.htm EX-99.(A)(5)(V) Exhibit (a)(5)(V) The following is an excerpt from the news release issued on August 6, 2016 by ON Semiconductor Corporation, announcing the financial performance of ON Semiconductor Corporation for the quarter ended July 1, 2016, which excerpt relates to the pending acquisition of Fairchild Semiconductor International, Inc.: UPDATE ON FAIRCHIL |
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| August 8, 2016 |
EX-99.(a)(5)(W) Exhibit (a)(5)(W) The following are excerpts from the transcript of the conference call held by ON Semiconductor Corporation on August 8, 2016, regarding the financial performance of ON Semiconductor Corporation for the quarter ended July 1, 2016, which excerpts relate to the pending acquisition of Fairchild Semiconductor International, Inc.: Bernard Gutmann - ON Semiconductor Corp |
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| August 8, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 22) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fi |
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| August 8, 2016 |
EX-99.1 2 d233094dex991.htm EX-99.1 Exhibit 99.1 Fairchild Reports Results for the Second Quarter of 2016 Fairchild Semiconductor (NASDAQ: FCS), a leading global supplier of power semiconductors, today announced results for the second quarter ended June 26, 2016. Fairchild reported second quarter sales of $350.0 million, up 7 percent from the prior quarter and 1 percent lower than the second quart |
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| August 8, 2016 |
Information About Our Non-GAAP Financial Measures EX-99.2 3 d233094dex992.htm EX-99.2 Exhibit 99.2 Information About Our Non-GAAP Financial Measures Regulation G and other provisions of the securities laws regulate the use of financial measures that are not prepared in accordance with generally accepted accounting principles (we refer to such measures as “non-GAAP financial measures”). In the press release included in this current report on Form |
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| August 8, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2016 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State or other jurisdiction of (Commis |
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| August 8, 2016 |
Fairchild Semiconductor International NT 10-Q NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-15181 CUSIP NUMBER 303726103 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 26, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? |
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| August 5, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 21) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fi |
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| August 5, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-99.(a)(5)(U) Exhibit (a)(5)(U) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. ? August 5, 2016 ? ON Semiconductor Corporation (Nasdaq: ON) (?ON Semiconductor?) announced that it has extended its previously announced tender offer to purchase all of the outstanding shares of common |
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| August 5, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 23 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par val |
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| July 22, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A 1 d231106dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 20) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation ( |
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| July 22, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-99.(A)(5)(T) 2 d231106dex99a5t.htm EX-99.(A)(5)(T) Exhibit (a)(5)(T) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. – July 22, 2016 – ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”) announced that it has extended its previously announced tender offer to purchase all |
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| July 22, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 22 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par val |
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| July 8, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 19) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fi |
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| July 8, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-99.(a)(5)(S) Exhibit (a)(5)(S) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. ? July 8, 2016 ? ON Semiconductor Corporation (Nasdaq: ON) (?ON Semiconductor?) announced that it has extended its previously announced tender offer to purchase all of the outstanding shares of common st |
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| July 8, 2016 |
Fairchild Semiconductor International SC 14D9/A - AMENDMENT NO. 21 SC 14D9/A - Amendment No. 21 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 21 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Co |
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| June 24, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 18) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fi |
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| June 24, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-(a)(5)(R) Exhibit (a)(5)(R) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. |
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| June 24, 2016 |
Fairchild Semiconductor International SC 14D9/A - AMENDMENT NO. 20 SC 14D9/A - Amendment No. 20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 20 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Co |
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| June 10, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 17) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fi |
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| June 10, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-(A)(5)(Q) Exhibit (A)(5)(Q) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. |
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| June 10, 2016 |
Fairchild Semiconductor International SC 14D9/A - AMENDMENT NO. 19 SC 14D9/A - Amendment No. 19 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 19 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Co |
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| May 31, 2016 |
Fairchild Semiconductor International SD SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number: 001-15181 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 04-3363001 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 1272 Borregas Avenue Sunnyvale, Calif |
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| May 31, 2016 |
2015 Conflict Minerals Report Fairchild Semiconductor International, Inc. EX-1.01 Exhibit 1.01 2015 Conflict Minerals Report of Fairchild Semiconductor International, Inc. Fairchild Semiconductor International, Inc. has included this 2015 Conflict Minerals Report as an exhibit to its Specialized Disclosure Report on Form SD, filed on May 31, 2016 with the Securities and Exchange Commission as required by Rule 13p-1 under Section 13(p) of the Securities Exchange Act of 1 |
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| May 27, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Exhibit.(a)(5)(P) Exhibit (a)(5)(P) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. ? May 27, 2016 ? ON Semiconductor Corporation (Nasdaq: ON) (?ON Semiconductor?) announced that it has extended its previously announced tender offer to purchase all of the outstanding shares of common |
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| May 27, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 16) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fi |
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| May 27, 2016 |
Fairchild Semiconductor International SC 14D9/A - AMENDMENT NO. 18 SC 14D9/A - Amendment No. 18 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 18 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Co |
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| May 19, 2016 |
Fairchild Semiconductor International 10-K/A - AMENDMENT NO. 2 (Annual Report) 10-K/A - Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 27, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fil |
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| May 19, 2016 |
EX-31.02 Exhibit 31.02 CERTIFICATION I, Mark S. Frey, certify that: 1. I have reviewed this annual report on Form 10-K, as amended, of Fairchild Semiconductor International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem |
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| May 19, 2016 |
EX-32.02 Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Fairchild Semiconductor International, Inc. (the ?company?) on Form 10-K for the period ended December 27, 2015, as amended, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Ma |
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| May 19, 2016 |
EX-31.01 Exhibit 31.01 CERTIFICATION I, Mark S. Thompson, certify that: 1. I have reviewed this annual report on Form 10-K, as amended, of Fairchild Semiconductor International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such st |
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| May 19, 2016 |
EX-32.01 Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Fairchild Semiconductor International, Inc. (the ?company?) on Form 10-K for the period ended December 27, 2015, as amended, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Ma |
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| May 13, 2016 |
Fairchild Semiconductor International SC 14D9/A - AMENDMENT NO. 17 SC 14D9/A - Amendment No. 17 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 17 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Co |
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| May 13, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-99.A5.O Exhibit (a)(5)(O) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. ? May 13, 2016 ? ON Semiconductor Corporation (Nasdaq: ON) (?ON Semiconductor?) announced that it has extended its previously announced tender offer to purchase all of the outstanding shares of common stock o |
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| May 13, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 15) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fi |
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| May 10, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 14) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fi |
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| May 10, 2016 |
EX-99.(a)(5)(n) Exhibit (a)(5)(N) The following are excerpts from the transcript of the conference call held by ON Semiconductor Corporation on May 9, 2016, regarding the financial performance of ON Semiconductor Corporation for the first quarter ended April 1, 2016, which excerpts relate to the pending acquisition of Fairchild Semiconductor International, Inc.: Bernard Gutmann ? Executive Vice Pr |
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| May 5, 2016 |
Fairchild Semiconductor International EX-31.02 EX-31.02 Exhibit 31.02 CERTIFICATION I, Mark S. Frey, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Fairchild Semiconductor International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were |
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| May 5, 2016 |
EX-32.02 Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Fairchild Semiconductor International, Inc. (the ?company?) on Form 10-Q for the period ended March 27, 2016 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Mark S. Frey, C |
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| May 5, 2016 |
EX-31.01 Exhibit 31.01 CERTIFICATION I, Mark S. Thompson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Fairchild Semiconductor International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements w |
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| May 5, 2016 |
Fairchild Semiconductor International FORM 10-Q (Quarterly Report) Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 5, 2016 |
EX-32.01 Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Fairchild Semiconductor International, Inc. (the ?company?) on Form 10-Q for the period ended March 27, 2016 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Mark S. Thompso |
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| April 29, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-99.(A)(5)(M) Exhibit (a)(5)(M) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. ? April 29, 2016 ? ON Semiconductor Corporation (Nasdaq: ON) (?ON Semiconductor?) announced that it has extended its previously announced tender offer to purchase all of the outstanding shares of common |
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| April 29, 2016 |
Fairchild Semiconductor International SC 14D9/A - AMENDMENT NO. 16 SC 14D9/A - Amendment No. 16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 16 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Co |
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| April 29, 2016 |
SC TO-T/A 1 d189857dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 13) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation ( |
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| April 25, 2016 |
Fairchild Semiconductor International 10-K/A - AMENDMENT NO. 1 (Annual Report) 10-K/A - Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 27, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fil |
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| April 25, 2016 |
[FAIRCHILD SEMICONDUCTOR LETTERHEAD] EX-10.38 Exhibit 10.38 [FAIRCHILD SEMICONDUCTOR LETTERHEAD] June 22, 2015 TO: Gaurang Shah Dear Gaurang: This letter amends and supersedes your letter of employment dated May 23, 2014. On behalf of Fairchild Semiconductor, I am pleased to confirm your position of Senior Vice President, Analog Power Systems, reporting to me, Mark Thompson, as Chief Executive Officer. Base Salary: Your base salary w |
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| April 21, 2016 |
EX-99.1 Exhibit 99.1 Fairchild Reports Results for the First Quarter of 2016 Fairchild Semiconductor (NASDAQ: FCS), a leading global supplier of power semiconductors, today announced results for the first quarter ended March 27, 2016. Fairchild reported first quarter sales of $327.0 million, up 3 percent from the prior quarter and 8 percent lower than the first quarter of 2015. Fairchild reported |
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| April 21, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2016 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State or other jurisdiction o |
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| April 21, 2016 |
Information About Our Non-GAAP Financial Measures EX-99.2 Exhibit 99.2 Information About Our Non-GAAP Financial Measures Regulation G and other provisions of the securities laws regulate the use of financial measures that are not prepared in accordance with generally accepted accounting principles (we refer to such measures as ?non-GAAP financial measures?). In the press release included in this current report on Form 8-K, we provide information |
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| April 15, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 12) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fi |
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| April 15, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 11) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fi |
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| April 15, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-99.(a)(5)(L) Exhibit (a)(5)(L) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. ? April 15, 2016 ? ON Semiconductor Corporation (Nasdaq: ON) (?ON Semiconductor?) announced that it has extended its previously announced tender offer to purchase all of the outstanding shares of common |
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| April 15, 2016 |
Fairchild Semiconductor International SC 14D9/A- AMENDMENT NO. 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 15 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par value $.01 pe |
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| April 1, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-99.(A)(5)(K) 2 d153723dex99a5k.htm EXHIBIT (A)(5)(K) Exhibit (a)(5)(K) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. – April 1, 2016 – ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”) announced that it has extended its previously announced tender offer to purchase a |
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| April 1, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fi |
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| April 1, 2016 |
Fairchild Semiconductor International SC 14D9/A AMENDMENT NO. 14 SC 14D9/A Amendment No. 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 14 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Comm |
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| March 18, 2016 |
Creating a Semiconductor Powerhouse EX-99.(a)(5)(M) Exhibit (a)(5)(M) Creating a Semiconductor Powerhouse Mark Thompson, Chairman, President & CEO Opening slide: Creating a Semiconductor Powerhouse Mark Thompson, Chairman, President & CEO It?s been more than three months since we announced the decision to be acquired by ON Semiconductor and have the capabilities of Fairchild become part of the larger enterprise. And as many of you h |
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| March 18, 2016 |
EX-99.(a)(5)(L) Creating a Semiconductor Powerhouse Mark Thompson, Chairman, President & CEO March 18, 2016 Exhibit (a)(5)(L) Combining 2 Strong Companies Stronger Competitive Position Combined company has the scale to compete effectively Breaking Into the Top 10 Covering the Full Range of Power Serving similar customers with highly complementary product sets Full spectrum of high, medium and low |
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| March 18, 2016 |
Fairchild Semiconductor International SC 14D9/A AMENDMENT NO. 13 SC 14D9/A Amendment No. 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 13 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Comm |
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| March 18, 2016 |
Exhibit (a)(5)(I) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor and Provides Update on Regulatory Approval Process Extension of tender offer pursuant to previously executed merger agreement and update on regulatory approval process PHOENIX, Ariz. |
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| March 18, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fil |
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| March 18, 2016 |
EX-99.(a)(5)(J) Exhibit (a)(5)(J) EFiled: Mar 16, 2016, 03:46PM EDT Transaction ID 58725798 Case No. 11798-VCL IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE WALTER WESLEY WOO, ) individually and on behalf of all others similarly situated, ) ) ) C.A. No. 11798-VCL Plaintiff, ) V. ) FAIRCHILD SEMICONDUCTOR ) ) INTERNATIONAL, INC., MARK S. ) THOMPSON, CHARLES P. ) CARINALLI, RANDY W. CARSON, ) TE |
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| March 4, 2016 |
Fairchild Semiconductor International SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fil |
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| March 4, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Exhibit(a)(5)(H) Exhibit A(5)H ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. |
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| March 4, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 12 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par val |
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| February 25, 2016 |
Fairchild Semiconductor International 10-K (Annual Report) 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 25, 2016 |
EX-31.01 Exhibit 31.01 CERTIFICATION I, Mark S. Thompson, certify that: 1. I have reviewed this annual report on Form 10-K of Fairchild Semiconductor International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were |
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| February 25, 2016 |
EX-32.02 Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Fairchild Semiconductor International, Inc. (the “company”) on Form 10-K for the period ended December 27, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark S. Frey, C |
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| February 25, 2016 |
Fairchild Semiconductor Corporation EX-21.01 Exhibit 21.01 Percentage Ownership* State/Country of Incorporation Fairchild Semiconductor Corporation 100% Delaware Fairchild Semiconductor Corporation of California 100% Delaware ROCTOV, LLC 100% Delaware Kota Microcircuits, Inc. 100% Colorado Fairchild Energy, LLC 100% Maine Giant Semiconductor Corporation 100% North Carolina Giant Holdings, Inc. 100% Delaware Silicon Patent Holdings 1 |
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| February 25, 2016 |
EX-31.02 Exhibit 31.02 CERTIFICATION I, Mark S. Frey, certify that: 1. I have reviewed this annual report on Form 10-K of Fairchild Semiconductor International, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were mad |
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| February 25, 2016 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-23.01 Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Fairchild Semiconductor International, Inc.: We consent to the incorporation by reference in the registration statements (Nos. 333-200991, 333-191757, 333-183391, 333-177790, 333-170397, 333-164520, 333-157572, 333-107342, and 333-148809) on Form S-8 of Fairchild Semiconductor International, Inc. |
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| February 25, 2016 |
EX-32.01 Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report of Fairchild Semiconductor International, Inc. (the “company”) on Form 10-K for the period ended December 27, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark S. Thompso |
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| February 19, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fil |
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| February 19, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Exhibit(a)(5)(G) Exhibit (a)(5)(G) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. |
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| February 19, 2016 |
Fairchild Semiconductor International SC 14D9/A (AMENDMENT NO. 11) SC 14D9/A (Amendment No. 11) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 11 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Co |
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| February 16, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 10 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par val |
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| February 16, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fairchild Semiconductor International Inc (Name of Issuer) Common Stock (Title of Class of Securities) 303726103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 16, 2016 |
EX-99.(a)(5)(I) Exhibit (a)(5)(I) FOR IMMEDIATE RELEASE Fairchild Board of Directors Determines the Acquisition Proposal from China Resources and Hua Capital is Not a Superior Proposal Reaffirms Commitment to ON Semiconductor Agreement SAN JOSE, Calif. ? February 16, 2016 ? Fairchild Semiconductor International, Inc. (Nasdaq: FCS) (?Fairchild?) announced today that its board of directors (the ?Boa |
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| February 10, 2016 |
FCS / Fairchild Semiconductor International, Inc. / VANGUARD GROUP INC Passive Investment fairchildsemiconductorintl.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Fairchild Semiconductor International Inc Title of Class of Securities: Common Stock CUSIP Number: 303726103 Date of Event Which Requires Filing of this Statement: December 31 |
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| February 9, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* FAIRCHILD SEMICONDUCTOR INTE (Name of Issuer) Common Stock (Title of Class of Securities) 303726103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 9, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fil |
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| February 9, 2016 |
Exhibit (a)(5)(F) Exhibit (a)(5)(F) The following are excerpts from the transcript of the conference call held by ON Semiconductor Corporation on February 8, 2016, regarding the financial performance of ON Semiconductor Corporation for the fourth quarter and year ended December 31, 2015, which excerpts relate to the pending acquisition of Fairchild Semiconductor International, Inc. |
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| February 4, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Filing Person |
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| February 4, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Exhibit (a)(5)(E) Exhibit (a)(5)(E) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. |
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| February 4, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 9 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par valu |
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| February 2, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fairchild Semiconductor International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 303726103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuan |
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| January 28, 2016 |
EX-99.1 Exhibit 99.1 Fairchild Reports Results for the Fourth Quarter and Full Year 2015 Fairchild Semiconductor (NASDAQ: FCS), a leading global supplier of power semiconductors, today announced results for the fourth quarter and full year 2015 ended December 27, 2015. Fairchild reported fourth quarter sales of $317.2 million, down 7 percent from the prior quarter and 6 percent from the fourth qua |
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| January 28, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2016 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State or other jurisdiction of i |
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| January 28, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 8 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par valu |
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| January 28, 2016 |
Information About Our Non-GAAP Financial Measures EX-99.2 Exhibit 99.2 Information About Our Non-GAAP Financial Measures Regulation G and other provisions of the securities laws regulate the use of financial measures that are not prepared in accordance with generally accepted accounting principles (we refer to such measures as ?non-GAAP financial measures?). In the press release included in this current report on Form 8-K, we provide information |
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| January 21, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fil |
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| January 21, 2016 |
Fairchild Semiconductor International SC 14D9/A (AMENDMENT NO. 7) SC 14D9/A (Amendment No. 7) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 7 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Comm |
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| January 21, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-99.(a)(5)(D) Exhibit (a)(5)(D) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Extension of tender offer pursuant to previously executed merger agreement PHOENIX, Ariz. ? Jan. 21, 2016 ? ON Semiconductor Corporation (Nasdaq: ON) (?ON Semiconductor?) announced that it has extended its previously announced tender offer to purchase all of the outstanding shares of common s |
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| January 6, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 6 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par valu |
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| January 6, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fil |
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| January 6, 2016 |
Frequently Asked Questions Regarding Fairchild’s Announcement on January 5, 2016 EX-99.(A)(5)(F) 2 d22910dex99a5f.htm EX-99.(A)(5)(F) Exhibit (a)(5)(F) Frequently Asked Questions Regarding Fairchild’s Announcement on January 5, 2016 1. What did we announce? • Fairchild announced that its board of directors, after consultation with its legal and financial advisors, has determined that a revised unsolicited proposal from China Resources Microelectronics Limited and Hua Capital M |
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| January 6, 2016 |
ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor EX-99.(a)(5)(C) Exhibit (a)(5)(C) ON Semiconductor Extends Tender Offer to Acquire Fairchild Semiconductor Acquisition to create a global leader in the power semiconductor market PHOENIX, Ariz. ? Jan. 6, 2016 ? ON Semiconductor Corporation (Nasdaq: ON) (?ON Semiconductor?) announced that it has extended its previously announced tender offer to purchase all of the outstanding shares of common stock |
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| January 5, 2016 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 5 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par valu |
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| December 29, 2015 |
Fairchild Semiconductor International SC 14D-9 AMENDMENT NO. 4 SC 14D-9 Amendment No. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 4 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common |
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| December 18, 2015 |
EX-99.(a)(5)(B) Exhibit (a)(5)(B) HULETT HARPER STEWART LLP BLAKE MUIR HARPER, SBN: 115756 550 West C Street, Suite 1500 San Diego, CA 92101 Telephone: (619) 338-1133 Facsimile: (619) 338-1139 Attorneys for Plaintiff [Additional Counsel on Signature Page] IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF SANTA CLARA CODY LAIDLAW, on Behalf of himself and All Others Similarl |
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| December 18, 2015 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fil |
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| December 18, 2015 |
Fairchild Semiconductor International ESP SEC Response Letter |
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| December 18, 2015 |
Fairchild Semiconductor International AMENDMENT NO. 3 TO SC 14D9 Amendment No. 3 to SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 3 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Commo |
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| December 18, 2015 |
EX-99.(a)(5)(D) Exhibit (a)(5)(D) HULETT HARPER STEWART LLP BLAKE MUIR HARPER, SBN: 115756 550 West C Street, Suite 1500 San Diego, CA 92101 Telephone: (619) 338-1133 Facsimile: (619) 338-1139 Attorneys for Plaintiff [Additional Counsel on Signature Page] IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF SANTA CLARA CODY LAIDLAW, on Behalf of himself and All Others Similarl |
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| December 14, 2015 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 2 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par valu |
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| December 14, 2015 |
EX-99.(A)(5)(A) Exhibit (a)(5)(A) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE WALTER WESLEY WOO, ) individually and on behalf of all others ) similarly situated, ) ) C.A. No. Plaintiff, ) ) v. ) ) FAIRCHILD SEMICONDUCTOR ) INTERNATIONAL, INC., MARK S. ) THOMPSON, CHARLES P. ) CARINALLI, RANDY W. CARSON, ) TERRY A. KLEBE, ANTHONY ) LEAR, CATHERINE P. LEGO, ) KEVIN J. MCGARITY, BRYAN R. ) ROUB |
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| December 14, 2015 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d?100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Fil |
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| December 14, 2015 |
EX-99.(a)(5)(C) Exhibit (a)(5)(C) EFiled: Dec 11 2015 03:43PM EST Transaction ID 58276031 Case No. 11798- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE WALTER WESLEY WOO, ) individually and on behalf of all others ) similarly situated, ) ) C.A. No. Plaintiff, ) ) v. ) ) FAIRCHILD SEMICONDUCTOR ) INTERNATIONAL, INC., MARK S. ) THOMPSON, CHARLES P. ) CARINALLI, RANDY W. CARSON, ) TERRY A. KLEBE, |
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| December 8, 2015 |
Fairchild Semiconductor Acknowledges Receipt of Unsolicited Proposal EX-99.(a)(5)(B) Exhibit (a)(5)(B) FOR IMMEDIATE RELEASE Fairchild Semiconductor Acknowledges Receipt of Unsolicited Proposal SAN JOSE, Calif. ? Dec. 8, 2015 ? Fairchild Semiconductor International Inc. (Nasdaq: FCS) (?Fairchild?) today acknowledged receipt of an unsolicited proposal to acquire all of the outstanding shares of common stock of Fairchild for $21.70 per share in cash (the ?Proposal?). |
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| December 8, 2015 |
Fairchild Semiconductor International SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 1 Fairchild Semiconductor International, Inc. (Name of Subject Company) Fairchild Semiconductor International, Inc. (Names of Persons Filing Statement) Common Stock, par valu |
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| December 4, 2015 |
Fairchild Semiconductor International, Inc. Change in Control Severance Plan EX-99.(e)(33) Exhibit (e)(33) Fairchild Semiconductor International, Inc. Change in Control Severance Plan 1. Purpose of Plan. The purpose of this Change in Control Severance Plan (this ?Plan?) is to ensure that employees of Fairchild Semiconductor International, Inc. (the ?Company?) and its subsidiaries are eligible for severance benefits in the event of a Change in Control. Capitalized terms use |
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| December 4, 2015 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) Letter to Clients with Respect to Offer to Purchase All Outstanding Shares of Common Stock of Fairchild Semiconductor International, Inc. at $20.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 4, 2015 by Falcon Operations Sub, Inc. a wholly owned subsidiary of ON Semiconductor Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE |
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| December 4, 2015 |
EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Fairchild Semiconductor International, Inc. at $ 20.00 Net Per Share by Falcon Operations Sub, Inc. a wholly owned subsidiary of ON Semiconductor Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE MINUTE FOLLOWING 11:59 P.M., NEW YORK CITY TIME, ON JANUARY 5, 2016, UNLE |
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| December 4, 2015 |
CLEAN TEAM CONFIDENTIALITY AGREEMENT EX-99.(d)(3) PRIVILEGED AND CONFIDENTIAL Exhibit (d)(3) CLEAN TEAM CONFIDENTIALITY AGREEMENT This CLEAN TEAM CONFIDENTIALITY AGREEMENT (the ?Agreement?), is entered into this 26th day of October, 2015, between Fairchild Semiconductor, Inc. (the ?Company?) and the undersigned counterparty (the ?Bidder?) (individually, a ?Party,? collectively, the ?Parties?), in connection with a potential negotiate |
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| December 4, 2015 |
Fairchild Semiconductor International SC 14D9 SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 4, 2015 |
SC TO-T 1 d88764dsctot.htm SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d–100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names |
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| December 4, 2015 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase All Outstanding Shares of Common Stock of Fairchild Semiconductor International, Inc. at $20.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 4, 2015 by Falcon Operations Sub, Inc. a wholly owned subsidiary of ON Semiconductor Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE |
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| December 4, 2015 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Letter of Transmittal To Tender Shares of Common Stock of Fairchild Semiconductor International, Inc. at $20.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 4, 2015 by Falcon Operations Sub, Inc. a wholly owned subsidiary of ON Semiconductor Corporation THE OFFER AND WITHD |
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| December 4, 2015 |
EX-99.(a)(1)(K) Exhibit (a)(1)(K) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by the Offer to Purchase (as defined below), dated December 4, 2015, and the related Letter of Transmittal (as defined |
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| December 4, 2015 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Letter to Brokers and Dealers with Respect to Offer to Purchase All Outstanding Shares of Common Stock of Fairchild Semiconductor International, Inc. at $20.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated December 4, 2015 by Falcon Operations Sub, Inc. a wholly owned subsidiary of ON Semiconductor Corporation THE OFFER AND WITHDRAWAL RIGHTS WILL |
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| December 4, 2015 |
ON Semiconductor Corporation 5005 East McDowell Road Phoenix, Arizona 85008 EX-99.(d)(2) Exhibit (d)(2) ON Semiconductor Corporation 5005 East McDowell Road Phoenix, Arizona 85008 September 14, 2015 By email to [email protected]: Mr. Mark S. Thompson President and Chief Executive Officer Fairchild Semiconductor International, Inc. 3030 Orchard Parkway San Jose, California 95134 Re: Confidentiality Agreement Mr. Thompson: Each of ON Semiconductor Corporation |
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| November 19, 2015 |
EX-99.1 Exhibit 99.1 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT ON - ON Semiconductor Corp To Acquire Fairchild Semiconductor M&A Call EVENT DATE/TIME: NOVEMBER 18, 2015 / 01:00PM GMT 1 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ? 2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, i |
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| November 19, 2015 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Fairchild Semiconductor International, Inc. (Name of Subject Company) Falcon Operations Sub, Inc. (Offeror) ON Semiconductor Corporation (Parent of Offeror) (Names of Filing Persons) COMMON |
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| November 18, 2015 |
Fairchild Semiconductor International SC 14D9C SC 14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Name of Subject Company) FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class |
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| November 18, 2015 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ON SEMICONDUCTOR CORPORATION, FALCON OPERATIONS SUB, INC. and FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. dated as of November 18, 2015 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.1. The Offer 2 Section 1.2. Company Actions 6 Section 1.3. Transfer Registration 8 ARTICLE II THE MERGER 8 Section 2.1. The Merger |
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| November 18, 2015 |
EX-99.4 Exhibit 99.4 TO: Our Valued Customers, Sales Representatives and Distributors DATE: November 18, 2015 SUBJ: ON Semiconductor to acquire Fairchild Semiconductor Dear Customer: ON Semiconductor has signed a definitive agreement to acquire Fairchild Semiconductor, a company that delivers energy-efficient, easy-to-use and value-added semiconductor solutions for power and mobile designs. Fairch |
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| November 18, 2015 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ON SEMICONDUCTOR CORPORATION, FALCON OPERATIONS SUB, INC. and FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. dated as of November 18, 2015 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.1. The Offer 2 Section 1.2. Company Actions 6 Section 1.3. Transfer Registration 8 ARTICLE II THE MERGER 8 Section 2.1. The Merger |
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| November 18, 2015 |
EX-99.2 Exhibit 99.2 Message for All Employees Message from Our President and CEO: ON Semiconductor to Acquire Fairchild Semiconductor To my fellow employees: I am pleased and excited to announce that we have signed a definitive agreement to acquire Fairchild Semiconductor, a leading global supplier of power semiconductors. Fairchild Semiconductor has a rich history as a pioneer in the semiconduct |
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| November 18, 2015 |
EX-99.1 Exhibit 99.1 ON Semiconductor to Acquire Fairchild Semiconductor for $2.4 Billion in Cash Acquisition to create a global leader in the power semiconductor market Key Transaction Highlights: ? Creates a leader in the power semiconductor market with a broad and deep product portfolio ? Highly complementary product lines offering the full spectrum of high, medium and low voltage products ? St |
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| November 18, 2015 |
EX-99.3 ON Semiconductor to Acquire Fairchild Semiconductor Investor Presentation November 18, 2015 Exhibit 99.3 Safe Harbor Statement, Non-GAAP Financial Measure & Confidentiality This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements related to |
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| November 18, 2015 |
EX-99.1 Exhibit 99.1 News Release ON Semiconductor to Acquire Fairchild Semiconductor for $2.4 Billion in Cash Acquisition to create a global leader in the power semiconductor market Key Transaction Highlights: ? Creates a leader in the power semiconductor market with a broad and deep product portfolio ? Highly complementary product lines offering the full spectrum of high, medium and low voltage |
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| November 18, 2015 |
EMPLOYMENT AGREEMENT FIRST AMENDMENT EX-10.2 Exhibit 10.2 EXECUTION VERSION EMPLOYMENT AGREEMENT FIRST AMENDMENT The Employment Agreement (the ?Agreement?), dated as of December 9, 2009, by and among Mark S. Thompson (the ?Executive?), Fairchild Semiconductor International, Inc. (?FSII?) and Fairchild Semiconductor Corporation (the ?Company?), is hereby amended by this amendment (this ?Amendment?) effective as of November 15, 2015 (t |
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| November 18, 2015 |
EX-3.1 Exhibit 3.1 BYLAWS OF FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. As amended by the Board of Directors through November 15, 2015 ARTICLE I STOCKHOLDERS 1.1 Meetings. 1.1.1 Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors. 1.1.2 Annual Meeting. An annual meeting of the stockholders for the election of directors and for other busin |
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| November 18, 2015 |
Fairchild Semiconductor International FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 15, 2015 Fairchild Semiconductor International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State of Incorporation) (Co |
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| November 18, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 18, 2015 Date of Report (Date of earliest event reported) ON Semiconductor Corporation (Exact name of registrant as specified in its charter) Delaware 000-30419 36-3840979 (State or other jurisdiction of incorporation) ( |
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| November 18, 2015 |
Fairchild Semiconductor International, Inc. Change in Control Severance Plan EX-10.1 Exhibit 10.1 Fairchild Semiconductor International, Inc. Change in Control Severance Plan 1. Purpose of Plan. The purpose of this Change in Control Severance Plan (this ?Plan?) is to ensure that employees of Fairchild Semiconductor International, Inc. (the ?Company?) and its subsidiaries are eligible for severance benefits in the event of a Change in Control. Capitalized terms used herein |
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| November 18, 2015 |
Fairchild Semiconductor International SC 14D9C SC 14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Name of Subject Company) FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class |
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| November 18, 2015 |
DEUTSCHE BANK AG NEW YORK DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005 EX-10.1 Exhibit 10.1 EXECUTION VERSION DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005 BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 November 18, 2015 ON Semiconductor Corporation 5005 E. McDowell Road Phoenix, AZ 85008 Attention: Bernard Gutmann, Chief Financial Officer Proje |
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| October 15, 2015 |
Fairchild Semiconductor International FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2015 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State or other jurisdiction |
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| October 15, 2015 |
Information About Our Non-GAAP Financial Measures Exhibit 99.2 Information About Our Non-GAAP Financial Measures Regulation G and other provisions of the securities laws regulate the use of financial measures that are not prepared in accordance with generally accepted accounting principles (we refer to such measures as non-GAAP financial measures). In the press release included in this current report on Form 8-K, we provide information on free |
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| October 15, 2015 |
EX-99.1 Exhibit 99.1 Fairchild Reports Results for the Third Quarter 2015 Fairchild (NASDAQ: FCS), a leading global supplier of power semiconductors, today announced results for the third quarter ended September 27, 2015. Fairchild reported third quarter sales of $342.1 million, down 4 percent from the prior quarter and 10 percent from the third quarter of 2014. Fairchild reported a third quarter |
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| September 9, 2015 |
EX-99.1 Fairchild Updates Third Quarter 2015 Guidance Range and Announces Significant Reduction in Operating Expenses SAN JOSE, Calif. ? September 9, 2015 - Fairchild (NASDAQ: FCS), a leading global supplier of power semiconductors, today updated its guidance range for the third quarter of 2015. Fairchild now expects third quarter sales to be approximately $340 million compared to the previous ran |
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| September 9, 2015 |
Fairchild Semiconductor International LIVE FILING (Current Report/Significant Event) Fairchild Semiconductor International, Inc. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 4, 2015 Fairchild Semiconductor International, Inc. (Exact name of registrant as specified in its charter) Delaware 0 |
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| July 24, 2015 |
POWER OF ATTORNEY The undersigned hereby constitutes and appoints Paul D Delva and Stephen P Caso the undersigneds true and lawful attorneysinfact with full power of substitution and revocation for the undersigned and in the undersigneds name place and stead to 1 execute for and on behalf of the undersigned in the undersigneds capacity as a director or director nomineee of Fairchild Semiconductor |
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| July 24, 2015 |
POWER OF ATTORNEY The undersigned hereby constitutes and appoints Paul D Delva and Stephen P Caso the undersigneds true and lawful attorneysinfact with full power of substitution and revocation for the undersigned and in the undersigneds name place and stead to 1 execute for and on behalf of the undersigned in the undersigneds capacity as a director or director nomineee of Fairchild Semiconductor |
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| July 24, 2015 |
POWER OF ATTORNEY The undersigned hereby constitutes and appoints Paul D Delva and Stephen P Caso the undersigneds true and lawful attorneysinfact with full power of substitution and revocation for the undersigned and in the undersigneds name place and stead to 1 execute for and on behalf of the undersigned in the undersigneds capacity as a director or director nomineee of Fairchild Semiconductor |
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| July 24, 2015 |
POWER OF ATTORNEY The undersigned hereby constitutes and appoints Paul D Delva and Stephen P Caso the undersigneds true and lawful attorneysinfact with full power of substitution and revocation for the undersigned and in the undersigneds name place and stead to 1 execute for and on behalf of the undersigned in the undersigneds capacity as a director or director nomineee of Fairchild Semiconductor |
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| July 16, 2015 |
EX-99.1 Exhibit 99.1 Fairchild Reports Results for the Second Quarter 2015 Fairchild (NASDAQ: FCS), a leading global supplier of power semiconductors, today announced results for the second quarter ended June 28, 2015. Fairchild reported second quarter sales of $355.2 million, flat from the prior quarter and down 4 percent from the second quarter of 2014. Fairchild reported a second quarter net lo |
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| July 16, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 16, 2015 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State or other jurisdiction of |
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| July 16, 2015 |
Information About Our Non-GAAP Financial Measures Exhibit 99.2 Information About Our Non-GAAP Financial Measures Regulation G and other provisions of the securities laws regulate the use of financial measures that are not prepared in accordance with generally accepted accounting principles (we refer to such measures as non-GAAP financial measures). In the press release included in this current report on Form 8-K, we provide information on free |
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| June 9, 2015 |
Fairchild Semiconductor International LIVE FILING (Current Report/Significant Event) Fairchild Semiconductor International, Inc. (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 5, 2015 Fairchild Semiconductor International, Inc. (Exact name of registrant as specified in its charter) Delaware 001-15 |
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| June 9, 2015 |
Power Integrations Found to Infringe Fairchild Patent, Again EX-99.01 Power Integrations Found to Infringe Fairchild Patent, Again SAN JOSE, Calif. June 9, 2015 Fairchild (NASDAQ: FCS), a leading global supplier of high-performance semiconductor solutions, today announced that Power Integrations, Inc. was found to infringe Fairchilds U.S. Patent No. 7,259,972 by continuing to market and sell its LinkSwitch II family of products, even after a 2012 jury |
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| June 1, 2015 |
EX-1.01 Exhibit 1.01 Conflict Mineral Report of Fairchild Semiconductor International, Inc. (For the Year Ended December 31, 2014) Fairchild Semiconductor International, Inc. (?Fairchild? or ?we?) files this Conflict Mineral Report for the year ended December 31, 2014 pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 (the ?Rule?). The Rule, which was adopted by the Securities and Ex |
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| June 1, 2015 |
Fairchild Semiconductor International FORM SD FORM SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number: 001-15181 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 04-3363001 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 3030 Orchard Parkway San Jose, C |
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| May 21, 2015 |
Fairchild Semiconductor International FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2015 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State or other jurisdiction of |
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| May 21, 2015 |
Fairchild Announces New $150 Million Share Buyback Authorization EX-99.01 Exhibit 99.01 Fairchild Announces New $150 Million Share Buyback Authorization Fairchild (NASDAQ: FCS), a leading global supplier of power semiconductors, announced today that its Board of Directors has authorized the company to repurchase up to $150 million of common stock during the next twelve months. Fairchild will repurchase shares at times and prices considered appropriate by the co |
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| May 21, 2015 |
FAIRCHILD SEMICONDUCTOR 2007 STOCK PLAN EX-10.27 Exhibit 10.27 FAIRCHILD SEMICONDUCTOR 2007 STOCK PLAN 1. Purpose The purpose of the Fairchild Semiconductor 2007 Stock Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, Nonemployee Directors and individual consultants and to provide the Company and its Subsidiaries and Affiliates with a stock plan providing incentives for futu |
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| April 16, 2015 |
Fairchild Semiconductor International FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2015 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State or other jurisdiction o |
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| April 16, 2015 |
Information About Our Non-GAAP Financial Measures EX-99.2 Exhibit 99.2 Information About Our Non-GAAP Financial Measures Regulation G and other provisions of the securities laws regulate the use of financial measures that are not prepared in accordance with generally accepted accounting principles (we refer to such measures as ?non-GAAP financial measures?). In the press release included in this current report on Form 8-K, we provide information |
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| April 16, 2015 |
EX-99.1 Exhibit 99.1 Fairchild Semiconductor Reports Results for the First Quarter 2015 Fairchild Semiconductor (NASDAQ: FCS), a leading global supplier of power semiconductors, today announced results for the first quarter ended March 29, 2015. Fairchild reported first quarter sales of $355.7 million, up 6 percent from the prior quarter and 3 percent from the first quarter of 2014. Fairchild repo |
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| April 8, 2015 |
Fairchild Semiconductor International DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? De |
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| April 8, 2015 |
Fairchild Semiconductor International DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 11, 2015 |
FCS / Fairchild Semiconductor International, Inc. / VANGUARD GROUP INC Passive Investment fairchildsemiconductintlinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Fairchild Semiconductor International Inc Title of Class of Securities: Common Stock CUSIP Number: 303726103 Date of Event Which Requires Filing of this Statement: December 3 |
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| February 10, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fairchild Semiconductor International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 303726103 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuan |
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| February 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* FAIRCHILD SEMICONDUCTOR INTE (Name of Issuer) Common Stock (Title of Class of Securities) 303726103 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| January 22, 2015 |
Results of Operations and Financial Condition Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2015 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State or other jurisdiction |
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| January 22, 2015 |
Information About Our Non-GAAP Financial Measures Exhibit 99.2 Exhibit 99.2 Information About Our Non-GAAP Financial Measures Regulation G and other provisions of the securities laws regulate the use of financial measures that are not prepared in accordance with generally accepted accounting principles (we refer to such measures as “non-GAAP financial measures”). In the press release included in this current report on Form 8-K, we provide informa |
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| January 22, 2015 |
Exhibit 99.1 Exhibit 99.1 Fairchild Semiconductor Reports Results for the Fourth Quarter and Full Year 2014 Fairchild Semiconductor (NASDAQ: FCS), a leading global supplier of power semiconductors, today announced results for the fourth quarter and full year 2014 ended December 28, 2014. Fairchild reported fourth quarter sales of $336.6 million, down 12 percent from the prior quarter and 1 percent |
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| December 16, 2014 |
FCS / Fairchild Semiconductor International, Inc. S-8 - - FORM S-8 Form S-8 As filed with the Securities and Exchange Commission on December 16, 2014 Registration No. |
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| December 16, 2014 |
[FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. LETTERHEAD] EX-5.01 Exhibit 5.01 [FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. LETTERHEAD] December 16, 2014 Fairchild Semiconductor International, Inc. 3030 Orchard Parkway San Jose, CA 95134 To the Board of Directors: As the General Counsel to Fairchild Semiconductor International, Inc., a Delaware corporation (the “Company”), I am familiar with the registration statement on Form S-8 being filed today by the |
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| December 16, 2014 |
Consent of Independent Registered Public Accounting Firm EX-23.02 Exhibit 23.02 Consent of Independent Registered Public Accounting Firm The Board of Directors Fairchild Semiconductor International, Inc.: We consent to the use of our report dated February 27, 2014, with respect to the consolidated balance sheets of Fairchild Semiconductor International, Inc. and subsidiaries as of December 29, 2013 and December 30, 2012, and the related consolidated sta |
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| November 19, 2014 |
Fairchild Announces Organization Changes Fairchild Announces Organization Changes Fairchild Announces Organization Changes SAN JOSE, Calif. |
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| November 19, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 11/17/2014 Fairchild Semiconductor International, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-15181 Delaware 043363001 (State or other juri |
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| October 16, 2014 |
Information About Our Non-GAAP Financial Measures EX-99.2 Exhibit 99.2 Information About Our Non-GAAP Financial Measures Regulation G and other provisions of the securities laws regulate the use of financial measures that are not prepared in accordance with generally accepted accounting principles (we refer to such measures as “non-GAAP financial measures”). In the press release included in this current report on Form 8-K, we provide information |
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| October 16, 2014 |
EX-99.1 2 d805185dex991.htm EX-99.1 Exhibit 99.1 Fairchild Reports Results for the Third Quarter 2014 Fairchild (NASDAQ: FCS), a leading global supplier of power semiconductors, today announced results for the third quarter ended September 28, 2014. Fairchild reported third quarter sales of $381.1 million, up 3 percent from the prior quarter and 5 percent higher than the third quarter of 2013. Fai |
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| October 16, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2014 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State or other jurisdiction |
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| October 2, 2014 |
Prepared By R.R. Donnelley Financial - Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 09/26/2014 Fairchild Semiconductor International, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 0 |
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| October 2, 2014 |
Fairchild Refinances Revolving Credit Facility Debt refi - Sep 30 14 - Rev 3.1.docx.docx Fairchild Refinances Revolving Credit Facility Lower interest rate further reduces annual interest expense SAN JOSE, Calif. - Oct. 2, 2014 - Fairchild (NASDAQ: FCS), a leading global supplier of high performance power semiconductor solutions, today announced that it has entered into a new $400 million revolving credit facility which replaces its existing r |
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| August 25, 2014 |
EX-99.01 Exhibit 99.01 Fairchild Realigns Global Manufacturing Capabilities Company expects changes to enhance customer support through improved quality, supply chain flexibility and lower costs SAN JOSE, Calif. – Aug. 25, 2014 – Fairchild Semiconductor (NASDAQ: FCS), a leading supplier of high performance power and mobile products, today announced it will eliminate its internal five-inch and sign |
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| August 25, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 20, 2014 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State or other jurisdiction of incorporation or organization) |
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| July 29, 2014 |
FCS / Fairchild Semiconductor International, Inc. CORRESP - - Correspondence July 29, 2014 Via Email Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 04/08/2014 Fairchild Semiconductor International, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-15181 Delaware 043363001 (State or other ju |
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| July 17, 2014 |
EX-99.1 Exhibit 99.1 Fairchild Semiconductor Reports Results for the Second Quarter 2014 Fairchild Semiconductor (NASDAQ: FCS), a leading global supplier of power semiconductors, today announced results for the second quarter ended June 29, 2014. Fairchild reported second quarter sales of $371.6 million, up 8 percent from the prior quarter and 4 percent higher than the second quarter of 2013. Fair |
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| July 17, 2014 |
Results of Operations and Financial Condition Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2014 FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-15181 04-3363001 (State or other jurisdiction of |
