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UNITED STATES
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): March 25, 2003
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 4. Changes in Registrant’s Certifying Accountant. | ||||||||
| Item 7. Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-16 | ||||||||
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Item 4. Changes in Registrant’s Certifying Accountant.
| (a) | On March 25, 2003, Synaptics Incorporated (the “Company”) engaged the accounting firm of KPMG LLP as its new independent public accountants. On March 25, 2003, the Company dismissed Ernst & Young LLP. The decision to change the Company’s accounting firm was made by the Audit Committee of the Company’s Board of Directors. | |
| (b) | In connection with the audits of the Company’s financial statements for each of the two fiscal years ended June 30, 2002 and 2001 and in the subsequent interim period from June 30, 2002, through and including March 25, 2003, there were no disagreements between the Company and Ernst & Young LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make reference to the matter in their report. | |
| (c) | The reports of Ernst & Young LLP on the financial statements of the Company for the past two fiscal years ended June 30, 2002 and 2001 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. | |
| (d) | There were no “reportable events” as that term is described in Item 304 (a)(1)(v) of Regulation S-K. | |
| (e) | The Company has not consulted with KPMG LLP during the last two fiscal years ended June 30, 2002 and 2001 or during the subsequent interim period from June 30, 2002, through and including March 25, 2003, on either the application of accounting principles or type of opinion KPMG LLP might issue on the Company’s financial statements. | |
| (f) | The Company has requested Ernst & Young LLP to furnish it a letter addressed to the Securities and Exchange Commission (“SEC”) stating whether Ernst & Young LLP agrees with the above statements made by the Company. A copy of that letter, dated March 27, 2003, is filed as Exhibit 16 to this Form 8-K. |
Item 7. Exhibits
Exhibit 16 Letter re: change in certifying accountant.
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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
(Registrant) |
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| Date: March 31, 2003 | By: | /s/ Russ J. Knittel | ||||
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Name: Title: |
Russ J. Knittel Senior Vice President, Chief Financial Officer, Chief Administrative Officer, Secretary, and Treasurer |
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EXHIBIT INDEX
Exhibit 16 Letter re: change in certifying accountant.
Exhibit 16
[Letterhead of Ernst & Young LLP]
March 27, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K, dated March 25, 2003, of Synaptics Incorporated (Commission File Number: 000-49602) and are in agreement with the statements contained in the second sentence of paragraph (a) and paragraphs (b), (c), and (d) on page 2 therein. We have no basis to agree or disagree with the other statements of the registrant contained therein.
| Very truly yours, | ||
| /s/ Ernst & Young LLP |
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.