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As filed with the Securities and Exchange Commission on September 13, 2002

Registration No. 333-_____

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SECURITIES AND EXCHANGE COMMISSION

_______________________________

FORM S-8

REGISTRATION STATEMENT

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SYNAPTICS INCORPORATED

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Delaware		77-0118518
(State or Other Jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification Number)

2381 Bering Drive
San Jose, California 95131

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Corrected Amended and Restated 2001 Employee Stock Purchase Plan

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Francis F. Lee
President and Chief Executive Officer
2381 Bering Drive
(408) 434-0110

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 (2)

offering price (2)

registration fee

Common Stock, par value $.001

231,827 shares

$

5.84

$

1,353,869.68

$

124.56

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(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)		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 National Market on September 9, 2002.

 

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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 8.  Exhibits
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
EX-5
EX-23.1
EX-23.2

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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 Statement on Form S-8 (No. 333-82282) as filed with the Securities and Exchange Commission on February 6, 2002, 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 or the latest prospectus filed pursuant to Rule 424(b) under 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, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents.

Item 8.  Exhibits

Exhibit
Number		Description
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)
10.7(b)		2001 Employee Stock Purchase Sub-Plan for U.K. Employees (1)
23.1		Consent of Ernst & Young LLP, independent auditors
23.2		Consent of KPMG LLP, independent auditors
23.3		Consent of Greenberg Traurig, LLP (included in Exhibit 5)
24		Power of Attorney (included in the Signatures section of this Registration Statement)

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(1)

Incorporated by reference to the registrant’s Form 10-K for the fiscal year ended June 30, 2002, as filed with the SEC on September 12, 2002.

II-1

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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 San Jose, State of California on September 13, 2002.

		SYNAPTICS INCORPORATED
		By:		/s/ Francis F. Lee
				Francis F. Lee
				Chief Executive Officer

POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Francis F. Lee and Russell J. Knittel his true and lawful attorneys-in-fact, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments, including any post-effective amendments, to this registration statement, and to file the same, with exhibits thereto, and other documents to be filed in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, each acting alone, 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		Title		Date
/s/ Francis F. Lee		President, Chief Executive Officer, and Director (Principal Executive Officer)		September 13, 2002
Francis F. Lee
/s/ Russell J. Knittel Russell J. Knittel		Senior Vice President, Chief Financial Officer, Chief Administrative Officer, Secretary, and Treasurer (Principal Financial and Accounting Officer)		September 13, 2002
		Chairman of the Board
Federico Faggin
/s/ Keith B. Geeslin		Director		September 13, 2002
Keith B. Geeslin
/s/ Richard L. Sanquini		Director		September 13, 2002
Richard L. Sanquini
/s/ Joshua C. Goldman		Director		September 13, 2002
Joshua C. Goldman
/s/ W. Ronald Van Dell		Director		September 13, 2002
W. Ronald Van Dell

II-2

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EXHIBIT INDEX

Exhibit
Number		Description
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)
10.7(b)		2001 Employee Stock Purchase Sub-Plan for U.K. Employees (1)
23.1		Consent of Ernst & Young LLP, independent auditors
23.2		Consent of KPMG LLP, independent auditors
23.3		Consent of Greenberg Traurig, LLP (included in Exhibit 5)
24		Power of Attorney (included in the Signatures section of this Registration Statement)

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(1)

Incorporated by reference to the registrant’s Form 10-K for the fiscal year ended June 30, 2002, as filed with the SEC on September 12, 2002.

 

                                                                       EXHIBIT 5

                     [LETTERHEAD OF GREENBERG TRAURIG, LLP]



                               September 13, 2002



Synaptics Incorporated
2381 Bering Drive
San Jose, California  95131

                  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 13, 2002, in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of an
additional 231,827 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 January 7, 2002;

         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 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.

Synaptics Incorporated
September 13, 2002
Page 2



         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 ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Corrected Amended and Restated 2001 Employee Stock
Purchase Plan of Synaptics Incorporated of our report dated July 26, 2002,
except for Note 13, as to which the date is August 14, 2002, with respect to the
consolidated financial statements and schedule of Synaptics Incorporated
included in its Annual Report (Form 10-K) for the year ended June 30, 2002,
filed with the Securities and Exchange Commission.



                                       /s/ Ernst & Young LLP

San Jose, California
September 11, 2002

                                                                    EXHIBIT 23.2


                    CONSENT OF KPMG LLP, INDEPENDENT AUDITORS


The Board of Directors
Foveon, Inc.:


We consent to incorporation herein by reference in this Registration Statement
on Form S-8 relating to the Corrected Amended and Restated 2001 Employee Stock
Purchase Plan of Synaptics Incorporated of our report dated August 31, 2000 on
the statements of operations, convertible preferred stock and shareholders'
deficit, and cash flows of Foveon, Inc. (a development stage enterprise) for the
year ended July 1, 2000, which report appears in the Synaptics Incorporated Form
10-K as filed with the Securities and Exchange Commission on September 12, 2002.



                                       /s/ KPMG LLP


Mountain View, California
September 12, 2002