UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 14, 2004

SYNAPTICS INCORPORATED

2381 BERING DRIVE
SAN JOSE, CALIFORNIA
95131

(408) 434-0110

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Table of Contents

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.

     On December 14, 2004, Synaptics Incorporated (the “Company”) received notice from the Initial Purchasers of their intent to exercise, in full, the option to purchase up to an additional $25,000,000 aggregate principal amount of the Company’s 0.75% Convertible Senior Subordinated Notes due 2024 (the “Notes”). The option was granted to the Initial Purchasers pursuant to a purchase agreement entered into on December 1, 2004, between the Company and the Initial Purchasers. On December 17, 2004, the Company closed on the sale of the Notes to the Initial Purchasers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are expected to be resold by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Initial Purchasers received a discount of 3.0% of the par value of the Notes. The Company initially sold $100,000,000 aggregate principal amount of Notes to the Initial Purchasers on December 7, 2004 pursuant to the purchase agreement.

     The Notes are convertible into shares of the Company’s common stock, initially at a conversion rate of 19.7918 shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $50.53 per share of common stock (subject to adjustment in certain events). The Notes may be converted (1) if, during any calendar quarter commencing after December 31, 2004, the last reported sale price of the Company’s common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 120% of the applicable conversion price on such last trading day; (2) on or after January 1, 2020; (3) if the Company has called the Notes for redemption; or (4) during prescribed periods, upon the occurrence of specified corporate transactions or fundamental changes. Upon conversion of the Notes, in lieu of delivering common stock, the Company may, in its discretion, deliver cash or a combination of cash and common stock.

     The Notes pay interest on June 1 and December 1 of each year, beginning on June 1, 2005 at an annual rate of 0.75% of the principal amount. The Company will pay additional contingent interest on the Notes if the average trading price of the Notes is above a specified level during a specified period.

     On or after December 1, 2009, the Company may redeem all or a portion of the Notes at a redemption price of 100% of the principal amount of the Notes plus accrued and unpaid interest. Holders of Notes may require the Company to repurchase all or part of their Notes on December 1, 2009, December 1, 2014, and December 1, 2019 and in the event of a fundamental change in the Company, at a price of 100% of the principal amount of Notes plus accrued and unpaid interest, including contingent interest. If not redeemed by the Company or repaid pursuant to the holders’ right to require repurchase, the Notes mature on December 1, 2024.

     The Notes are general unsecured obligations of the Company, ranking junior in right of payment to all of the Company’s existing and future senior indebtedness, including any indebtedness under the Company’s existing or any future credit facility, equally in right of payment with any existing and future indebtedness or other obligations that are not by their terms either senior or subordinated to the Notes, and senior in right of payment to any of the Company’s future indebtedness that, by its terms, is subordinated to the Notes. In addition, the Notes are effectively subordinated to any of the Company’s existing and future secured indebtedness to the extent of the assets securing such indebtedness and structurally subordinated to the indebtedness and other liabilities of the Company’s subsidiaries. The Notes were issued pursuant to the provisions of an

indenture, dated December 7, 2004, between the Company and American Stock Transfer & Trust Company, as trustee.

     In connection with the sale of the Notes, the Company entered into a registration rights agreement with the Initial Purchasers, under which the Company has agreed to prepare and file a shelf registration statement with the Securities and Exchange Commission covering the resale of the Notes and the common stock issuable upon conversion of the Notes no later than 90 days following the first date of original issuance of the Notes, and thereafter to use its reasonable best efforts to cause such shelf registration statement to be declared effective within 180 days of the first date of original issuance of the Notes.

     The foregoing description of the sale of Notes is qualified in its entirety by reference to the indenture, purchase agreement, and registration rights agreement, which are filed as exhibits to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 7, 2004. A copy of the press release announcing the exercise of the option to purchase additional Notes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

     The disclosure provided in Item 2.03 of this Form 8-K is hereby incorporated by reference into this Item 3.02 with respect to the terms and sale of the Notes. The sale of the Notes was made pursuant to Rule 144A under the Securities Act of 1933, as amended. The closing of the sale occurred on December 17, 2004.

Item 9.01. Financial Statements and Exhibits.

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.

EXHIBIT INDEX

99.1      Press release issued by the Registrant, dated December 14, 2004

EXHIBIT 99.1

Synaptics Announces Exercise of Option to Purchase
Additional $25 Million of
0.75% Convertible Senior Subordinated Notes

     San Jose, CA – Dec. 15, 2004 – Synaptics Incorporated (Nasdaq: SYNA) today announced that the initial purchasers have exercised their option in full to purchase an additional $25 million of the company’s 0.75% Convertible Senior Subordinated Notes due 2024. This purchase increases the aggregate principal amount of notes to $125 million. The closing of the sale of additional notes is expected to occur on December 17, 2004.

     The notes are convertible into 19.7918 shares of the company’s common stock for each $1,000 principal amount of notes, representing a conversion price of approximately $50.53 per share of common stock, subject to adjustment in certain circumstances. The initial conversion price represents a premium of 40% relative to the reported last sale price of Synaptics common stock on the Nasdaq National Market of $36.09 per share on December 1, 2004. The notes are convertible upon the occurrence of certain specified events, including the last reported sale price of Synaptics’ common stock at certain times exceeding 120% of the then current conversion price. In addition, the notes will pay contingent interest commencing on December 1, 2009, if certain conditions are met. Upon conversion of the notes, the company may deliver cash, common stock, or a combination of cash and common stock.

     The company expects to use the net proceeds of the offering for working capital and general corporate purposes and potentially for future acquisitions. The company currently has no understandings or agreements with respect to any acquisitions, and no assurance can be provided that it will complete any such transactions.

     This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the notes. The notes are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act. Any offers of the securities are being made only by means of a confidential offering memorandum. The notes and the underlying common stock issuable upon conversion of the notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

About Synaptics

     Synaptics is a leading developer of interface solutions for the mobile computing, communications, and entertainment industries. The company creates interface solutions for a variety of devices including notebook PCs, PC peripherals, digital music players, and mobile phones. The TouchPad^tm, Synaptics’ flagship product, is integrated into more than 50 percent of today’s notebook computers. Consumer electronics and computing manufacturers use Synaptics’ solutions to enrich the interaction between humans and intelligent devices through improved usability, functionality, and industrial design. The company is headquartered in San Jose, California. The company’s website is www.synaptics.com.

Forward-Looking Statements

     This press release contains “forward-looking” statements about Synaptics, as that term is defined under the federal securities laws. Synaptics intends such forward-looking statements to be subject to the safe-harbor created by those laws. Such forward-looking statements include the company’s intent to complete the closing of the sale of additional notes and the company’s use of the proceeds of the offering. Synaptics cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include, but are not limited to, stock and debt market conditions, and other risks as identified from time to time in Synaptics’ SEC reports, including Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and Annual Reports on Form 10-K. All forward-looking statements are based on information available to Synaptics on the date hereof, and Synaptics assumes no obligation to update such statements.