sv8
 

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
 
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
 
(Address of Principal Executive Offices) (Zip Code)
Corrected Amended and Restated 2001 Employee Stock Purchase 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
(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
 
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
    260,000 shares     $ 43.88  (2)     $ 11,408,800  (2)     $ 351    
 
 
(1)   This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Corrected Amended and Restated 2001 Employee Stock Purchase 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)   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.
 
 

 


 

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. 333-82282 and 333-99531) as filed with the Securities and Exchange Commission on February 6, 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
 
   
10.7(a)
  Corrected Amended and Restated 2001 Employee Stock Purchase Plan (as amended through February 20, 2002) (1)
 
   
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-K (Commission File No. 000-49602) for the fiscal year ended June 30, 2002, as filed with the Commission on September 12, 2002.

II-1


 

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
 
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
 
Francis F. Lee
  President, Chief Executive Officer,
and Director (Principal Executive Officer)
  September 17, 2007
 
       
/s/ Russell J. Knittel
 
Russell J. Knittel
  Executive Vice President, Chief Financial
Officer, Chief Administrative Officer,
Secretary and Treasurer (Principal Financial
and Accounting Officer)
  September 17, 2007
 
 
 
Federico Faggin
  Chairman of the Board     
 
       
/s/ Jeffrey D. Buchanan
 
Jeffrey D. Buchanan
  Director    September 17, 2007
 
       
/s/ Nelson C. Chan
 
Nelson C. Chan
  Director    September 17, 2007
 
       
/s/ Keith B. Geeslin
 
Keith B. Geeslin
  Director    September 17, 2007
 
       
/s/ Richard L. Sanquini
 
Richard L. Sanquini
  Director    September 17, 2007
 
       
/s/ W. Ronald Van Dell
 
W. Ronald Van Dell
  Director    September 17, 2007

II-2


 

EXHIBIT INDEX
     
Number   Exhibit
 
5
  Opinion of Greenberg Traurig, LLP
 
   
10.7(a)
  Corrected Amended and Restated 2001 Employee Stock Purchase Plan (as amended through February 20, 2002) (1)
 
   
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-K (Commission File No. 000-49602) for the fiscal year ended June 30, 2002, as filed with the Commission on September 12, 2002.

 

exv5
 

EXHIBIT 5
(GREENBERG TRAURIG LOGO)
September 17, 2007
Synaptics Incorporated
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 260,000 shares of common stock of the Company (the “Shares”) issuable pursuant to the Company’s Corrected Amended and Restated 2001 Employee Stock Purchase Plan (as amended through February 20, 2002) (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
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

 

exv23w1
 

EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
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

 

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.