Table of Contents
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 17, 2006
Date
of Report (Date of earliest event reported)
SYNAPTICS
INCORPORATED
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 000-49602 | 77-0118518 | ||
| (State or Other | (Commission File Number) | (IRS Employer | ||
| Jurisdiction of Incorporation) | Identification No.) |
3120 SCOTT BLVD.
SUITE 130
SANTA CLARA, CALIFORNIA
95054
SUITE 130
SANTA CLARA, CALIFORNIA
95054
(Address of Principal Executive Offices) (Zip Code)
(408) 454-5100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
| Item 1.01. Entry into a Material Definitive Agreement | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-10.6(C) | ||||||||
Table of Contents
Item 1.01. Entry into a Material Definitive Agreement.
On January 17, 2006, we granted an aggregate of 17,185 deferred stock units to certain of our
directors, including our chief executive officer, pursuant to our amended and restated 2001
incentive compensation plan and adopted a form of deferred stock
award agreement. In connection with the grants, we entered into a deferred stock award
agreement with each of the following directors: Francis F. Lee (who is also our chief executive
officer), Federico Faggin, Richard L. Sanquini, Keith B. Geeslin, and Ronald Van Dell.
Pursuant to the agreements, each director becomes vested in the deferred stock units as to
one-fourth of the deferred stock units on January 17, 2007, and as to one-forty-eighth of the
deferred stock units on each monthly anniversary thereafter. Each director forfeits the unvested
portion, if any, of his deferred stock units if the director’s service to our company is terminated
for any reason, except as may otherwise be determined by the administrator of our amended and
restated 2001 incentive compensation plan. The form of deferred stock award agreement for our
amended and restated 2001 incentive compensation plan is attached hereto as Exhibit 10.6(c), and a
schedule of the deferred stock award agreements entered into on
January 17, 2006 (which are in the form attached as Exhibit 10.6(c)) is attached thereto.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. | |||
| Not applicable. | ||||
| (b) | Pro Forma Financial Information. | |||
| Not applicable. | ||||
| (c) | Shell Company Transactions. | |||
| Not applicable. | ||||
| (d) | Exhibits. |
| Exhibit | ||||
| Number | Description | |||
| 10.6 | (c) | Form of deferred stock award agreement for Amended and Restated 2001 Incentive Compensation Plan | ||
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SYNAPTICS INCORPORATED |
||||
| Date: January 23, 2006 | By: | /s/ Russell J. Knittel | ||
| Russell J. Knittel | ||||
| Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Secretary |
||||
Table of Contents
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
10.6(c)
|
Form of deferred stock award agreement for Amended and Restated 2001 Incentive Compensation Plan |
Exhibit 10.6 (c)
Synaptics Incorporated
2001 Incentive Compensation Plan
Deferred Stock Award Agreement
2001 Incentive Compensation Plan
Deferred Stock Award Agreement
Synaptics Incorporated (the “Company”) wishes to grant to [ ]
(the “Participant”) a Deferred Stock Award (the “Award”) pursuant to the provisions
of the Company’s 2001 Incentive Compensation Plan (the “Plan”). The Award will entitle
Participant to shares of Stock from the Company, if Participant meets the vesting requirements
described herein. Therefore, pursuant to the terms of the attached Notice of Grant (“Notice of
Grant”) and this Deferred Stock Award Agreement (the “Agreement”), the Company grants
Participant the number of Deferred Stock Units listed below in Section 2.
The details of the Award are as follows:
1. Grant Pursuant to Plan. This Award is granted pursuant to the Plan, which is
incorporated herein for all purposes. The Participant hereby acknowledges receipt of a copy of the
Plan and agrees to be bound by all of the terms and conditions of this Agreement and of the Plan.
All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement,
or, if such term is not defined in this Agreement, such term shall have the meaning assigned to it
under the Plan.
2. Deferred Stock Award. The Company hereby grants to the Participant [___]
Deferred Stock Units as of [Grant Date] (the “Grant Date”). Such number of Deferred Stock
Units may be adjusted from time to time pursuant to Section 10(c) of the Plan.
3. Vesting and Forfeiture of Deferred Stock Units.
(a) Vesting. The Participant shall become vested in the Deferred Stock Units in
accordance with the vesting schedule in the Notice of Grant.
(b) Forfeiture. The Participant shall forfeit any unvested Deferred Stock Units, if
any, in the event that the Participant’s Continuous Service is terminated for any reason, except as
otherwise determined by the Plan Administrator in its sole discretion, which determination need not
be uniform as to all Participants.
4. Settlement of Deferred Stock Units Award.
(a) Delivery of Stock. The Company shall deliver to the Participant one share of
Stock for each vested Deferred Stock Unit subject of this Agreement. Shares of Stock shall be
delivered on the following dates:
[___].
(b) Once shares of Stock are delivered with respect to vested Deferred Stock Units, such
vested Deferred Stock Units shall terminate and the Company shall have no further obligation to
deliver shares of Stock for such vested Deferred Stock Units.
(c) Deferral of Delivery. Notwithstanding the foregoing, the Participant may elect,
in writing received by the Plan Administrator at least twelve (12) months prior to a Delivery Date,
to defer that date until any later date (which such date is at least five years after the original
Delivery Date).
5. No Rights as Shareholder until Delivery. The Participant shall not have any
rights, benefits or entitlements with respect to any Stock subject to this Agreement unless and
until the Stock has been delivered to the Participant. On or after delivery of the Stock, the
Participant shall have, with respect to the Stock delivered, all of the rights of an equity
interest holder of the Company, including the right to vote the Stock and the right to receive all
dividends, if any, as may be declared on the Stock from time to time.
6. Adjustments in Case of Certain Corporate Transactions. In the event of a proposed
sale of all or substantially all of the Company’s assets or any reorganization, merger,
consolidation, or other form of corporate transaction in which the Company does not survive, or in
which the shares of Stock are exchanged for or converted into securities issued by another entity,
then the successor or acquiring entity or an affiliate thereof may, with the consent of the
Committee or the Board, assume this Award or substitute an equivalent award. If the successor or
acquiring entity or an affiliate thereof does not cause such an assumption or substitution, then
this Award shall terminate upon the consummation of such sale, merger, consolidation, or other
corporate transaction. Immediately prior to and contingent on the consummation of a corporate
transaction as described in this Section 6, the Company shall deliver shares of Stock to the extent
of the vested Deferred Stock Units as of the date of the consummation of such corporate
transaction.
7. Tax Provisions.
(a) Tax Consequences. Participant has reviewed with Participant’s own tax advisors
the federal, state, local and foreign tax consequences of this investment and the transactions
contemplated by this Agreement. Participant is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. Participant understands that
Participant (and not the Company) shall be responsible for any tax liability that may arise as a
result of the transactions contemplated by this Agreement.
(b) Withholding Obligations. At the time the Award is granted, or at any time
thereafter as requested by the Company, Participant hereby authorizes withholding from payroll and
any other amounts payable to Participant, including the shares of Stock deliverable pursuant to
this Award, and otherwise agrees to make adequate provision for, any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or a Related Entity,
if any, which arise in connection with the Award.
The Company, in its sole discretion, and in compliance with any applicable legal conditions or
restrictions, may withhold from fully vested shares of Stock otherwise deliverable to Participant
upon the vesting of the Award a number of whole shares of Stock having a Fair Market Value, as
determined by the Company as of the date the Participant recognizes income with respect to those
shares of Stock, not in excess of the amount of tax required to be withheld by law (or such lower
amount as may be necessary to avoid adverse financial accounting
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treatment). Any adverse consequences to Participant arising in connection with such Stock withholding procedure shall be
the Participant’s sole responsibility.
In addition, the Company, in its sole discretion, may establish a procedure whereby the
Participant may make an irrevocable election to direct a broker (determined by the Company) to sell
sufficient shares of Stock from the Award to cover the tax withholding obligations of the Company
or any Related Entity and deliver such proceeds to the Company.
Unless the tax withholding obligations of the Company or any Related Entity are satisfied, the
Company shall have no obligation to issue a certificate for such shares of Stock.
(c) Section 409A Amendments. The Company agrees to cooperate with Participant to
amend this Agreement to the extent either the Company or Participant deems necessary to avoid
imposition of any additional tax or income recognition prior to actual payment to Participant under
Code Section 409A and any temporary or final Treasury Regulations and Internal Revenue Service
guidance thereunder, but only to the extent such amendment would not have an adverse effect on the
Company and would not provide Participant with any additional rights, in each case as determined by
the Company in its sole discretion.
8. Consideration. With respect to the value of the shares of Stock to be delivered
pursuant to the Award, such shares of Stock are granted in consideration for the services
Participant shall provide to the Company during the vesting period.
9. Transferability. The Deferred Stock Units granted under this Agreement are not
transferable otherwise than by will or under the applicable laws of descent and distribution. In
addition, the Deferred Stock Units shall not be assigned, negotiated, pledged or hypothecated in
any way (whether by operation of law or otherwise), and the Deferred Stock Units shall not be
subject to execution, attachment or similar process.
10. General Provisions.
(a) Employment At Will. Nothing in this Agreement or in the Plan shall confer upon
Participant any right to continue in the service of the Company or its Related Entities for any
period of specific duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Related Entity employing or retaining Participant) or of Participant, which rights
are hereby expressly reserved by each, to terminate Participant’s service at any time for any
reason, with or without cause.
(b) Notices. Any notice required to be given under this Agreement shall be in writing
and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered
or certified, postage prepaid and properly addressed to the party entitled to such notice at the
address indicated below such party’s signature line on this Agreement or at such other address as such party may designate by ten (10) days’ advance written notice under this
paragraph to all other parties to this Agreement.
(c) No Limit on Other Compensation Arrangements. Nothing contained in this Agreement
shall preclude the Company from adopting or continuing in effect other or
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additional compensation arrangements, and those arrangements may be either generally applicable or applicable only in
specific cases.
(d) Severability. If any provision of this Agreement is or becomes or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction or would disqualify this Agreement or the
Award under any applicable law, that provision shall be construed or deemed amended to conform to
applicable law (or if that provision cannot be so construed or deemed amended without materially
altering the purpose or intent of this Agreement and the Award, that provision shall be stricken as
to that jurisdiction and the remainder of this Agreement and the Award shall remain in full force
and effect).
(e) No Trust or Fund Created. Neither this Agreement nor the grant of the Award shall
create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Company and the Participant or any other person. The Deferred Stock Units subject to
this Agreement represent only the Company’s unfunded and unsecured promise to issue Stock to the
Participant in the future. To the extent that the Participant or any other person acquires a right
to receive payments from the Company pursuant to this Agreement, that right shall be no greater
than the right of any unsecured general creditor of the Company.
(f) Cancellation of Award. If any Deferred Stock Units subject to this Agreement are
forfeited, then from and after such time, the person from whom such Deferred Stock Units are
forfeited shall no longer have any rights to such Deferred Stock Units or the corresponding shares
of Stock. Such Deferred Stock Units shall be deemed forfeited in accordance with the applicable
provisions hereof.
(g) Participant Undertaking. Participant hereby agrees to take whatever additional
action and execute whatever additional documents the Company may deem necessary or advisable in
order to carry out or effect one or more of the obligations or restrictions imposed on either
Participant or the shares of Stock deliverable pursuant to the provisions of this Agreement.
(h) Amendment, Modification, and Entire Agreement. No provision of this Agreement may
be modified, waived or discharged unless that waiver, modification or discharge is agreed to in
writing and signed by the Participant and the Plan Administrator. This Agreement constitutes the
entire contract between the parties hereto with regard to the subject matter hereof. This
Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in
conformity with the terms of the Plan. In the event of a conflict between the Plan and this
Agreement, the terms of the Plan shall govern. Participant further acknowledges that as of the
Grant Date, this Agreement and the Plan set forth the entire understanding between Participant and
the Company regarding the acquisition of Stock pursuant to this Award and supersede all prior oral
and written agreements on that subject with the exception of awards from the Company previously
granted and delivered to Participant. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been
made by either party which are not set forth expressly in this Agreement.
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(i) Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of California without regard to the conflict-of-laws rules thereof or
of any other jurisdiction.
(j) Interpretation. The Participant accepts this Award subject to all the terms and
provisions of this Agreement and the terms and conditions of the Plan. The undersigned Participant
hereby accepts as binding, conclusive and final all decisions or interpretations of the Plan
Administrator upon any questions arising under this Agreement.
(k) Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and upon Participant,
Participant’s assigns and the legal representatives, heirs and legatees of Participant’s estate,
whether or not any such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms hereof. The Company may assign its rights and
obligations under this Agreement, including, but not limited to, the forfeiture provision of
Section 3(b) to any person or entity selected by the Board.
(l) Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute one and the same
instrument.
(m) Headings. Headings are given to the Paragraphs and Subparagraphs of this
Agreement solely as a convenience to facilitate reference. The headings shall not be deemed in any
way material or relevant to the construction or interpretation of this Agreement or any provision
thereof.
11. Representations. Participant acknowledges and agrees that Participant has
reviewed the Agreement in its entirety, has had an opportunity to obtain the advice of counsel
prior to executing and accepting the Award and fully understands all provisions of the Award.
[Remainder of page is intentionally blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
indicated above.
| SYNAPTICS INCORPORATED | ||||||||
| By: | ||||||||
| Title: | ||||||||
| PARTICIPANT | ||||||||
| Address: | ||||||||
[Signature Page to Deferred Stock Award Agreement]
Schedule to Exhibit 10.6(c)
The form of Deferred Stock Award Agreement was executed by the following persons:
| Number of | ||||
| Name | Deferred Stock Units Granted | |||
Francis F. Lee |
12,500 | |||
Federico Faggin |
1,562 | |||
Richard L. Sanquini |
1,041 | |||
Keith B. Geeslin |
1,041 | |||
Ronald Van Dell |
1,041 | |||
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This website contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as "expect," "anticipate," "intend," "believe," "estimate," "plan," "target," "strategy," "continue," "may," "will," "should," variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risks as identified in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections of our Annual Report on Form 10-K for our most recent fiscal year, and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date of this filing.