UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 28, 2009
SYNAPTICS INCORPORATED
| 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
SANTA CLARA, CALIFORNIA 95054
(408) 454-5100
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))
Item 8.01. Other Events.
On October 28, 2009, Synaptics Incorporated (“Synaptics”) issued a press release announcing
that it is notifying holders of its outstanding 0.75% Convertible Senior Subordinated Notes due
2024 (the “Notes”) that they have an option, pursuant to the terms of the Notes, to require
Synaptics to purchase, on December 1, 2009, all or a portion of such holders’ Notes (the “Put
Option”) at a price equal to 100% of the aggregate principal amount of the Notes, plus any accrued
and unpaid interest up to, but not including, December 1, 2009. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference in this Item 8.01.
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 October 28, 2009, entitled “Synaptics Announces Put Option for 0.75% Convertible Senior Subordinated Notes due 2024” |
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: October 28, 2009 | By: | /s/ Kathleen A. Bayless | ||
| Kathleen A. Bayless | ||||
| Chief Financial Officer, Secretary, and Treasurer | ||||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press release from Synaptics Incorporated, dated October 28, 2009, entitled “Synaptics Announces Put Option for 0.75% Convertible Senior Subordinated Notes due 2024” |
Exhibit 99.1
|
For more information contact: Alex Wellins The Blueshirt Group 415-217-7722 alex@blueshirtgroup.com |
Synaptics Announces Put Option for
0.75% Convertible Senior Subordinated Notes due 2024
0.75% Convertible Senior Subordinated Notes due 2024
Santa Clara, CA — October 28, 2009 — Synaptics Incorporated (Nasdaq: SYNA) (“Synaptics”), a
leading developer of human interface solutions for mobile computing, communications, and
entertainment devices, today announced that it is notifying holders of its outstanding 0.75%
Convertible Senior Subordinated Notes due 2024 (CUSIP No. 87157DAA7 and 87157DAB5) (the “Notes”)
that they have an option, pursuant to the terms of the Notes, to require Synaptics to purchase, on
December 1, 2009, all or a portion of such holders’ Notes (the “Put Option”) at a price equal to
100% of the aggregate principal amount of the Notes, plus any accrued and unpaid interest up to,
but not including, December 1, 2009.
Synaptics will pay for the purchase price for the Notes solely with cash. If all outstanding
Notes are surrendered for purchase pursuant to the Put Option, the aggregate cash purchase price,
including accrued and unpaid interest, will be approximately $65.5 million. Holders that do not
surrender their Notes for purchase pursuant to the Put Option will maintain the right to convert
their Notes, subject to the terms, conditions, and adjustments applicable to the Notes.
The opportunity to surrender Notes for purchase pursuant to the Put Option will terminate at
5:00 p.m., New York City time, on November 27, 2009. In order to exercise the applicable Put
Option, a holder must follow the procedures set forth in the applicable notice to holders. Holders
may withdraw any Notes previously surrendered for purchase at any time prior to 5:00 p.m., New York
City time, on November 30, 2009.
Synaptics will file a Tender Offer Statement on Schedule TO for the Notes with the Securities
and Exchange Commission. In addition, documents specifying the terms, conditions, and procedures
for surrendering and withdrawing Notes for purchase, including the notices to holders, will be
available through The Depository Trust Company and the paying agent, which is American Stock
Transfer & Trust Company. Neither Synaptics nor its board of directors or employees have made or
are making any representation or recommendation as to whether or not any holder should surrender
any Notes.
Questions regarding the Put Option may be directed to American Stock Transfer & Trust Company
at (718) 921-8317.
This press release is for informational purposes only and is not an offer to purchase, or the
solicitation of an offer to purchase, the Notes.
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.
Forward Looking Statements for Synaptics Incorporated
The statements contained in this report that are not purely historical are forward-looking
statements within the meaning of applicable securities laws. Forward-looking statements include
statements regarding our “expectations,” “anticipation,” “intentions,” “beliefs,” or “strategies”
regarding the future, whether or not those words are used. Forward-looking statements also include
statements regarding revenue, margins, expenses, and earnings analysis for fiscal 2010 and
thereafter; technological innovations; products or product development, including their
performance, market position, and potential; our product development strategies; competitive
factors; potential acquisitions or strategic alliances; the success of particular product or
marketing programs; the amounts of revenue generated as a result of sales to significant customers;
and liquidity and anticipated cash needs and availability. All forward-looking statements included
in this report are based on information available to us as of the filing date of this report, and
we assume no obligation to update any such forward-looking statements. Our actual results could
differ materially from the forward-looking statements. Additional information on these and other
risk factors that could potentially affect the Company’s financial results may be found in
documents filed by the Company with the Securities and Exchange Commission, including the Company’s
current reports on Form 8-K, quarterly reports on Form 10-Q, and its latest annual report on Form
10-K.
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.