Table of Contents
As filed with the Securities and Exchange Commission on September 17, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
SYNAPTICS INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 77-0118518 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
3120
Scott Boulevard, Suite 130
Santa Clara, California 95054
Santa Clara, California 95054
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 2001 Incentive Compensation Plan
(Full Title of the Plan)
Francis F. Lee
President and Chief Executive Officer
3120 Scott Boulevard, Suite 130
Santa Clara, California 95054
(408) 454-5100
President and Chief Executive Officer
3120 Scott Boulevard, Suite 130
Santa Clara, California 95054
(408) 454-5100
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Robert S. Kant, Esq.
Jean E. Harris, Esq.
Brian H. Blaney, Esq.
Greenberg Traurig, LLP
2375 East Camelback Road, Suite 700
Phoenix, AZ 85016
(602) 445-8000
Jean E. Harris, Esq.
Brian H. Blaney, Esq.
Greenberg Traurig, LLP
2375 East Camelback Road, Suite 700
Phoenix, AZ 85016
(602) 445-8000
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed | |||||||||||||||||||
| Title of securities | Amount to be | offering price | maximum aggregate | Amount of | ||||||||||||||||
| to be registered | registered (1) | per share | offering price | registration fee | ||||||||||||||||
Common Stock, par value $.001
|
1,593,405 shares | $ | 29.09 | (2) | $ | 46,352,151.45 | $ | 1,423 | ||||||||||||
Common Stock, par value $.001
|
2,906,595 shares | $ | 43.88 | (3) | $ | 127,541,388.60 | (3) | $ | 3,916 | |||||||||||
| 4,500,000 shares | $ | 173,893,540.05 | $ | 5,339 | ||||||||||||||||
| (1) | This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Amended and Restated 2001 Incentive Compensation Plan by reason of any stock dividend, stock split, recapitalization, or any other similar transaction without receipt of consideration which results in an increase in the number of outstanding shares of Common Stock of Synaptics Incorporated. | |
| (2) | Estimated solely for the purposes of calculation of the registration fee in accordance with Rule 457(h), based upon the weighted average exercise price of outstanding but unexercised options. | |
| (3) | Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, using the average of the high and low sales prices for the Common Stock of Synaptics Incorporated as reported on the Nasdaq Global Select Market on September 13, 2007. |
TABLE OF CONTENTS
| PART II | ||||||||
| Item 3. Incorporation of Documents by Reference | ||||||||
| Item 8. Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-5 | ||||||||
| EX-23.1 | ||||||||
Table of Contents
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Synaptics Incorporated hereby incorporates by reference into this Registration Statement,
pursuant to General Instruction E to Form S-8, the contents of the Registration Statements on Form
S-8 (Nos. 333-81820 and 333-99529) as filed with the Securities and Exchange Commission on January
31, 2002 and September 13, 2002, respectively, except that “Item 3. Incorporation of Documents by
Reference” is amended in its entirety to read as follows:
Item 3. Incorporation of Documents by Reference.
Synaptics Incorporated (the “Registrant”) hereby incorporates by reference into this
Registration Statement the following documents previously filed with the Securities and Exchange
Commission (the “Commission”):
| (a) | The Registrant’s latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), that contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed; | ||
| (b) | All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant document referred to in (a) above; and | ||
| (c) | The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A, (No. 000-49602) as filed with the Commission on January 24, 2002. |
In addition, reports and definitive proxy or information statements filed with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part hereof from the date of
filing of such documents.
Item 8. Exhibits.
| Number | Exhibit | |
5
|
Opinion of Greenberg Traurig, LLP | |
10.6(a)
|
Amended and Restated 2001 Incentive Compensation Plan (1) | |
10.6(b)
|
Form of grant agreements for Amended and Restated 2001 Incentive Compensation Plan (1) | |
10.6(c)
|
Form of deferred stock award agreement for Amended and Restated 2001 Incentive Compensation Plan (2) | |
23.1
|
Consent of KPMG LLP, independent registered public accounting firm | |
23.2
|
Consent of Greenberg Traurig, LLP (included in Exhibit 5) | |
24
|
Power of Attorney (included in the Signatures section of this Registration Statement) |
| (1) | Incorporated by reference to the Registrant’s Form 10-Q (Commission File No. 000-49602) for the quarter ended December 28, 2002, as filed with the Commission on February 6, 2003. | |
| (2) | Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended June 24, 2006, as filed with the Commission on September 7, 2006. |
II-1
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California, on September 17, 2007.
| SYNAPTICS INCORPORATED | ||||||
| By: | /s/ Francis F. Lee
Chief Executive Officer |
|||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints jointly and severally, Francis F. Lee and Russell J. Knittel and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for
him and in his name, place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date indicated.
| Signature | Position | Date | ||
/s/ Francis F. Lee
|
President, Chief Executive Officer, and Director (Principal Executive Officer) |
September 17, 2007 | ||
/s/ Russell J. Knittel
|
Executive Vice President, Chief Financial Officer, Chief Administrative Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) |
September 17, 2007 | ||
| Chairman of the Board | ||||
/s/ Jeffrey D. Buchanan
|
Director | September 17, 2007 | ||
/s/ Nelson C. Chan
|
Director | September 17, 2007 | ||
/s/ Keith B. Geeslin
|
Director | September 17, 2007 | ||
/s/ Richard L. Sanquini
|
Director | September 17, 2007 | ||
/s/ W. Ronald Van Dell
|
Director | September 17, 2007 |
II-2
Table of Contents
EXHIBIT INDEX
| Number | Exhibit | |
5
|
Opinion of Greenberg Traurig, LLP | |
10.6(a)
|
Amended and Restated 2001 Incentive Compensation Plan (1) | |
10.6(b)
|
Form of grant agreements for Amended and Restated 2001 Incentive Compensation Plan (1) | |
10.6(c)
|
Form of deferred stock award agreement for Amended and Restated 2001 Incentive Compensation Plan (2) | |
23.1
|
Consent of KPMG LLP, independent registered public accounting firm | |
23.2
|
Consent of Greenberg Traurig, LLP (included in Exhibit 5) | |
24
|
Power of Attorney (included in the Signatures section of this Registration Statement) |
| (1) | Incorporated by reference to the Registrant’s Form 10-Q (Commission File No. 000-49602) for the quarter ended December 28, 2002, as filed with the Commission on February 6, 2003. | |
| (2) | Incorporated by reference to the Registrant’s Form 10-K for the fiscal year ended June 24, 2006, as filed with the Commission on September 7, 2006. |
EXHIBIT 5
September 17, 2007
Synaptics Incorporated
3120 Scott Boulevard
Suite 130
Santa Clara, California 95054
3120 Scott Boulevard
Suite 130
Santa Clara, California 95054
| Re: | Registration Statement on Form S-8 | |||
| Synaptics Incorporated |
Ladies and Gentlemen:
As legal counsel to Synaptics Incorporated (the “Company”), we have assisted in the
preparation of the Company’s Registration Statement on Form S-8 (the “Registration
Statement”), to be filed with the Securities and Exchange Commission on or about September 17,
2007, in connection with the registration under the Securities Act of 1933, as amended (the
“Securities Act”), of an additional 4,500,000 shares of common stock of the Company (the
“Shares”) issuable pursuant to the Company’s Amended and Restated 2001 Incentive
Compensation Plan (the “Plan”). The facts, as we understand them, are set forth in the
Registration Statement.
With respect to the opinion set forth below, we have examined originals, certified copies, or
copies otherwise identified to our satisfaction as being true copies, only of the following:
A. The Certificate of Incorporation of Synaptics Incorporated, a Delaware corporation, as
filed with the Secretary of State of the State of Delaware on January 7, 2002, as amended to date;
B. The Bylaws as adopted by Synaptics Incorporated, a Delaware corporation;
C. Various resolutions of the Board of Directors of the Company authorizing the Plan and the
issuance of the Shares;
D. The Registration Statement; and
E. The Plan.
Subject to the assumptions that (i) the documents and signatures examined by us are genuine
and authentic, and (ii) the persons executing the documents examined by us have the legal capacity
to execute such documents, and subject to the further limitations and qualifications set forth
below, based solely upon our review of items A through E above, it is
Synaptics Incorporated
September 17, 2007
Page 2
September 17, 2007
Page 2
our opinion that the Shares will be validly issued, fully paid, and nonassessable when issued
and sold in accordance with the terms of the Plan.
We hereby expressly consent to any reference to our firm in the Registration Statement,
inclusion of this Opinion as an exhibit to the Registration Statement, and to the filing of this
Opinion with any other appropriate governmental agency.
| Very truly yours, | ||
| /s/ Greenberg Traurig, LLP |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Synaptics Incorporated:
Synaptics Incorporated:
We consent to the incorporation by reference in this registration statement on Form S-8 of
Synaptics Incorporated of our reports dated September 4, 2007, with respect to the consolidated
balance sheets of Synaptics Incorporated and subsidiaries as of June 24, 2006 and June 30, 2007,
and the related consolidated statements of income, stockholders’ equity and comprehensive income,
and cash flows for each of the years in the three-year period ended June 30, 2007 and the related
financial statement schedule, and the effectiveness of internal control over financial reporting as
of June 30, 2007, which reports appear in the June 30, 2007 annual report on Form 10-K of Synaptics
Incorporated. Our report dated September 4, 2007 refers to an accounting change as a result of the
adoption of SFAS No. 123(R), Share-Based
Payment, at the beginning of fiscal 2006.
/s/ KPMG LLP
Mountain View, California
September 17, 2007
September 17, 2007
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.