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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
MARCH 2, 2009
Date of Report (Date of earliest event reported)
SYNAPTICS INCORPORATED
(Exact Name of Registrant as Specified in Charter)
         
DELAWARE   000-49602   77-0118518
         
(State or Other
Jurisdiction of Incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)
3120 SCOTT BLVD.
SANTA CLARA, CALIFORNIA
95054
(Address of Principal Executive Offices) (Zip Code)
(408) 454-5100
(Registrant’s telephone number, including area code)
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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

TABLE OF CONTENTS
     
Item 5.02
  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
 
    
Item 9.01
  Financial Statements and Exhibits
 
    
SIGNATURES
    
EXHIBIT INDEX
 
Exhibit 99.1

 

 

Item 5.02(b)(c). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
          Russell J. Knittel, our long-term Chief Financial Officer, will be retiring within the next 12 months. Kathleen Bayless has been appointed Senior Vice President and will succeed Mr. Knittel as our Chief Financial Officer following the completion of our fiscal 2009 reporting cycle. Ms. Bayless spent 13 years with Komag, Inc., San Jose, California, a leading supplier of thin-film disks, most recently as Executive Vice President, Secretary, and Chief Financial Officer.
          Mr. Knittel will remain as Executive Vice President until his retirement and will be coordinating the transition process with Ms. Bayless starting immediately. Upon retiring from management, Mr. Knittel will be joining our Board of Directors.
          Francis Lee, Chairman and Chief Executive Officer, stated: “As everyone associated with Synaptics will attest, Russ has been extremely instrumental to the success of our company. It has been my personal pleasure to work with him for more than eight years. We are fortunate that Russ will be working with our executive team to transition his numerous responsibilities. Following an extensive search process, we are pleased to have Kathy join our executive team. We believe Kathy brings the right mix of talent and experience to Synaptics and will be a key partner in continuing the success our company has enjoyed.”
          Ms. Bayless will receive a base salary of $300,000 per year and stock options entitling her to purchase 225,000 shares of our common stock at $19.40 per share vesting 25% one year after the commencement of employment and 1/48 of each month thereafter. In addition, Ms. Bayless will participate in all plans and programs applicable to executive officers, including our annual incentive compensation program.
          On March 2, 2009, we issued a press release announcing Mr. Knittel’s retirement and Ms. Bayless’s appointment. A copy of that press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
  (a)   Financial Statements of Business Acquired.
 
      Not applicable.
 
  (b)   Pro Forma Financial Information.
 
      Not applicable.
 
  (c)   Shell Company Transactions.
 
      Not applicable.
 
  (d)   Exhibits.
         
Exhibit    
Number    
 
  99.1     Press Release from Synaptics Incorporated, dated March 2, 2009, entitled “Synaptics Announces CFO Succession Plan”

 

 

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: March 2, 2009  By:   /s/ Francis Lee    
    Francis Lee   
    Chairman and Chief Executive Officer   
 

 

exv99w1
     
(SYNAPTICS LOGO)
  For more information contact:
 
    
 
  Jennifer Jarman
 
  The Blueshirt Group
 
  415-217-7722
 
  jennifer@blueshirtgroup.com
Synaptics Announces CFO Succession Plan
Santa Clara, CA – March 2, 2009 – Synaptics (Nasdaq: SYNA), a leading developer of human interface solutions for mobile computing, communications, and entertainment devices, today announced that Russell J. Knittel, its long-term Chief Financial Officer, will retire within the next 12 months. Kathleen Bayless has been appointed Senior Vice President and will succeed Mr. Knittel as Chief Financial Officer following the completion of the Company’s fiscal 2009 reporting cycle. Ms. Bayless spent 13 years with Komag, Inc., a leading supplier of thin-film disks acquired by Western Digital in September 2007, where she served most recently as Executive Vice President, Secretary, and Chief Financial Officer.
Mr. Knittel will remain as Executive Vice President until his retirement and will coordinate the transition process with Ms. Bayless starting immediately. Upon his retirement, Mr. Knittel will join Synaptics’ Board of Directors.
Francis Lee, Chairman and Chief Executive Officer, stated, “As everyone associated with Synaptics will attest, Russ has been extremely instrumental to the success of our company. It has been my personal pleasure to work with him for more than eight years. We are fortunate that he will be working with our executive team to transition his numerous responsibilities. Following an extensive search process, we are pleased to have Kathy join our executive team. We believe Kathy brings the right mix of talent and experience to Synaptics and will be a key partner in continuing the success that our company has enjoyed.”
About Synaptics Incorporated
Synaptics is a leading developer of human interface solutions for mobile computing, communications, and entertainment devices. 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 a majority 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 Santa Clara, California. www.synaptics.com
NOTE: Synaptics, TouchPad, and the Synaptics logo are trademarks of Synaptics in the United States and/or other countries.

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.