|Item 1. Description of Registrants Securities to be Registered.|
|Item 2. Exhibits.|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
|(State of Incorporation or Organization)||(I.R.S. Employer Identification No.)|
|2381 Bering Drive, San Jose, California||95131|
|(Address of Principal Executive Offices)||(Zip Code)|
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
Securities Act registration statement file number to which this form relates: 333-56026
Securities to be registered pursuant to Section 12(b) of the Act:
Securities to be registered pursuant to Section 12(g) of the Act:
|Title of Each Class||Name of Each Exchange on Which|
|to be so Registered||Each Class is to be Registered|
|Common Stock, $0.001 par value||Nasdaq National Market|
Item 1. Description of Registrants Securities to be Registered.
The capital stock of Synaptics Incorporated (the Company or Registrant) to be registered under the Securities Exchange Act of 1934, as amended (the 1934 Act), is the Registrants Common Stock, par value $0.001 per share (Common Stock). The Common Stock will be listed on the Nasdaq National Market.
The holders of Common Stock are entitled to one vote per share on all matters to be voted upon by stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, holders of Common Stock are entitled to receive ratably dividends as may be declared by the Board of Directors out of funds legally available for that purpose. In the event of the Companys liquidation, dissolution, or winding up, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock. The Common Stock has no preemptive or conversion rights, other subscription rights, or redemption or sinking fund provisions. All outstanding shares of common stock are fully paid and non-assessable.
The Companys Certificate of Incorporation and Delaware law contain provisions that may have the effect of making more difficult or delaying attempts by others to obtain control of the Company, even when these attempts may be in the best interests of stockholders. The Certificate of Incorporation also authorizes the Board of Directors, without stockholder approval, to issue one or more series of preferred stock from time to time and to determine the rights, preferences, privileges, and restrictions and fix the number of shares of any such series of preferred stock. The Board of Directors may authorize the issuance of preferred stock with voting and conversion rights that adversely affect or dilute the voting power or other rights of the holders of Common Stock. The Delaware General Corporation Law (the Delaware GCL) also imposes conditions on certain business combination transactions with interested stockholders summarized below.
The Company is subject to the provisions of Section 203 of the Delaware GCL. In general, this statute prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person becomes an interested stockholder, unless either (i) prior to the date at which the stockholder became an interested stockholder, the Board of Directors approved either the business combination or the transaction in which the person becomes an interested stockholder, (ii) upon consummation of the transaction in which the stockholder becomes an interested stockholder, the stockholder owned at least 85 percent of the outstanding voting stock of the corporation (excluding shares held by directors who are officers or held in certain employee stock plans), or (iii) the business combination is approved by the Board of Directors and by two-thirds of the outstanding voting stock of the corporation (excluding shares held by the interested stockholder) at a meeting of stockholders (and not by written consent) held on or subsequent to the date of the business combination. An interested stockholder is a person who, together with affiliates and associates, owns (or at any time within the prior three years did own) 15 percent or more of the corporations voting stock. Section 203 defines a business combination to include, without
limitation, mergers, consolidations, stock sales and asset based transactions and other transactions resulting in a financial benefit to the interested stockholder.
The Companys Certificate of Incorporation and Bylaws contain a number of other provisions relating to corporate governance and to the rights of stockholders. These provisions include (a) authority of the Board of Directors to determine the exact number of directors, so long as such number is not fewer than three nor more than 15, and(b) the authority of the Board of Directors to fill vacancies on the Board of Directors.
Item 2. Exhibits.
|3.1||Certificate of Incorporation of the Registrant (1)|
|3.2||Bylaws of the Registrant (1)|
|4||Specimen of Stock Certificate representing shares of Common Stock, par value $0.001 per share, of the Registrant (1)|
|(1)||Incorporated by reference to Amendment No. 1 to the Registrants Registration Statement on Form S-1 (Registration No. 333-56026).|
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
|Dated: January 24, 2002||SYNAPTICS INCORPORATED|
|By: /s/ Francis F. Lee|
Name: Francis F. Lee
Title: President and Chief Executive Officer
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.