SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 15, 2002
SYNAPTICS INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-49602 | 77-0118518 | ||
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| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
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| 2381 BERING DRIVE SAN JOSE, CALIFORNIA |
95131 | |
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| (Address of principal executive offices) |
(Zip Code) | |
Registrant’s telephone number, including area code: (408) 434-0110
Item 5. Other Events.
On August 15, 2002, Synaptics Incorporated issued the following press release:
Synaptics Incorporated Adopts Stockholders’ Rights Plan
San Jose, CA – August 15, 2002 – Synaptics Incorporated (Nasdaq: SYNA) today announced that its Board of Directors has adopted a Stockholders’ Rights Plan (the “Rights Plan”). Under the Rights Plan, Synaptics will issue a dividend of one Preferred Share Purchase Right for each share of common stock of the company held by stockholders of record as of the close of business on August 19, 2002. Each right will entitle stockholders to buy one one-thousandth of a share of newly created Series A Junior Participating Preferred Stock of the company at an exercise price of $60.00 (subject to adjustment).
Francis Lee, President and Chief Executive Officer of Synaptics, commented, “The Rights Plan is designed to assure that all of the company’s stockholders receive fair and equal treatment in the event of any proposed takeover of the company, and to guard against coercive or unfair tactics to gain control of the company without paying all stockholders a premium for that control. The Rights Plan is not being adopted in response to any specific takeover threat, but is a response to the general takeover environment and volatility in the stock markets.”
The company stated that the Rights Plan is similar to those adopted by many other public companies. The rights are intended to enable the company’s stockholders to realize the long-term value of their investment in the company. They will not prevent a takeover, but should encourage anyone seeking to acquire the company to negotiate with the Board of Directors prior to attempting a takeover.
In general, the stock purchase rights become exercisable when a person or group acquires 15% or more of the company’s common stock or a tender offer or exchange offer for 15% or more of the company’s common stock is announced or commenced. The company’s Board of Directors may redeem the stock purchase rights at $0.01 per stock purchase right at any time before any person or group acquired 15% or more of the outstanding common stock of the company. Until the stock purchase rights become exercisable, outstanding common stock certificates, together with a summary of the stock purchase rights, will evidence the stock purchase rights.
The dividend distribution will be made on August 19, 2002, payable to stockholders of record as of that date. The rights will expire in ten years. The adoption of the Rights Plan and the distribution of the rights are not dilutive, do not affect reported earnings per share, and are not taxable to stockholders. A copy of the complete Rights Plan will be included with the appropriate filings with the Securities and Exchange Commission.
About Synaptics Incorporated
Synaptics develops advanced interface solutions for products as diverse as notebook and desktop computers, mobile computing and communications devices, automotive applications and security
solutions. Synaptics products include: TouchPad™, the industry standard notebook pointing device; ClearPad™, a capacitive touch screen solution; TouchStyk™, a modular capacitive pointing stick solution; Spiral®, an inductive, proximity sensing pen input system; cPad™, an LCD TouchPad; TouchScreen, a capacitive touch solution for large displays; and QuickStroke®, a proprietary Chinese handwriting recognition software. More information about Synaptics can be found on the World Wide Web at www.synaptics.com.
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: August 15, 2002 | By: | /s/ Francis F. Lee | |||||
| Name: | Francis F. Lee | ||||||
| Title: | President and Chief Executive Officer | ||||||
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.