SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) Synaptics Incorporated (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 87157D109 (CUSIP Number) June 21, 2006 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 87157D109 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. E. Shaw Valence Portfolios, L.L.C. 13-4046559 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 2,040,482 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 2,040,482 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,040,482 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
CUSIP NO. 87157D109 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. E. Shaw & Co., L.P. 13-3695715 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 2,040,482 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 2,040,482 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,040,482 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN
CUSIP NO. 87157D109 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David E. Shaw 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 2,040,482 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 2,040,482 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,040,482 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
ITEM 1. (A) NAME OF ISSUER Synaptics Incorporated (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 3120 Scott Blvd., Suite 130 Santa Clara, California 95054 ITEM 2. (a) NAME OF PERSON FILING D. E. Shaw Valence Portfolios, L.L.C. D. E. Shaw & Co., L.P. David E. Shaw (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE The business address for each reporting person is: 120 W. 45th Street, Tower 45, 39th Floor New York, NY 10036 (c) CITIZENSHIP D. E. Shaw Valence Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America. (d) TITLE OF CLASS OF SECURITIES Common Stock, $0.001 par value (e) CUSIP NUMBER 87157D109 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not applicable ITEM 4. OWNERSHIP. As of June 28, 2006: (a) Amount beneficially owned: D. E. Shaw Valence Portfolios, L.L.C.: 2,040,482 shares D. E. Shaw & Co., L.P.: 2,040,482 shares This is composed of 2,040,482 shares in the name of D. E. Shaw Valence Portfolios, L.L.C. David E. Shaw: 2,040,482 shares This is composed of 2,040,482 shares in the name of D. E. Shaw Valence Portfolios, L.L.C. (b) Percent of class: D. E. Shaw Valence Portfolios, L.L.C.: 8.2% D. E. Shaw & Co., L.P.: 8.2% David E. Shaw: 8.2% (c) Number of shares to which the person has: (i) Sole power to vote or to direct the vote: D. E. Shaw Valence Portfolios, L.L.C.: -0- shares D. E. Shaw & Co., L.P.: -0- shares David E. Shaw: -0- shares
(ii) Shared power to vote or to direct the vote: D. E. Shaw Valence Portfolios, L.L.C.: 2,040,482 shares D. E. Shaw & Co., L.P.: 2,040,482 shares David E. Shaw: 2,040,482 shares (iii) Sole power to dispose or to direct the disposition of: D. E. Shaw Valence Portfolios, L.L.C.: -0- shares D. E. Shaw & Co., L.P.: -0- shares David E. Shaw: -0- shares (iv) Shared power to dispose or to direct the disposition of: D. E. Shaw Valence Portfolios, L.L.C.: 2,040,482 shares D. E. Shaw & Co., L.P.: 2,040,482 shares David E. Shaw: 2,040,482 shares David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 2,040,482 shares as described above constituting 8.2% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 2,040,482 shares. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable ITEM 10. CERTIFICATION By signing below, each of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw certify that, to the best of such reporting person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.
SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of Attorney, dated February 24, 2004, granted by David E. Shaw in favor of Stuart Steckler, is attached hereto. Dated: July 3, 2006 D. E. Shaw Valence Portfolios, L.L.C. By: D. E. Shaw & Co., L.P., as managing member By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director D. E. Shaw & Co., L.P. By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director David E. Shaw By: /s/ Stuart Steckler ------------------- Stuart Steckler Attorney-in-Fact for David E. Shaw
EXHIBIT 1 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution, delivery, furnishing, and/or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D. E. Shaw & Co., Inc. /s/David E. Shaw New York, New York
EXHIBIT 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.001 par value, of Synaptics Incorporated, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 3rd day of July, 2006. D. E. Shaw Valence Portfolios, L.L.C. By: D. E. Shaw & Co., L.P., as managing member By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director D. E. Shaw & Co., L.P. By: /s/ Stuart Steckler ------------------- Stuart Steckler Managing Director David E. Shaw By: /s/ Stuart Steckler ------------------- Stuart Steckler Attorney-in-Fact for David E. Shaw
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.