Form 8-K
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
Date of Report (Date of earliest event reported): October 11, 2010
Synaptics Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware |
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000-49602 |
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77-0118518 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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3120 Scott Blvd.
Santa Clara, California |
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95054 |
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(Zip Code) |
Registrant’s telephone number, including area code: (408) 454-5100
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| (Former name or former address if changed since last report.) |
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:
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 2.02. Results of Operations and Financial Condition.
The registrant is furnishing this Current Report on Form 8-K in connection with the disclosure of information, in
the form of the textual information from a press release released on October 11, 2010.
The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section.
The registrant does not have, and expressly disclaims, any obligation to release publicly any updates or any
changes in the registrant’s expectations or any change in events, conditions, or circumstances on which any
forward-looking statement is based.
The text included with this Current Report is available on the registrant’s website located at www.synaptics.com,
although the registrant reserves the right to discontinue that availability at any time.
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.
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Exhibit
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Exhibits |
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| 99.1 |
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Press release from Synaptics Incorporated, dated October 11, 2010, entitled
“Synaptics Appoints Long-Time Executive, Russell J. Knittel, Interim President and Chief
Executive Officer; Thomas J. Tiernan Steps Down” |
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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.
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SYNAPTICS INCORPORATED |
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Date: October 11, 2010
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By:
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/s/ Kathleen A. Bayless |
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Kathleen A. Bayless |
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Senior Vice President, Chief Financial Officer, Secretary,
and Treasurer |
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EXHIBIT INDEX
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Exhibit
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Description |
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| 99.1 |
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Press release from Synaptics Incorporated, dated October 11, 2010, entitled
“Synaptics Appoints Long-Time Executive, Russell J. Knittel, Interim President and Chief
Executive Officer; Thomas J. Tiernan Steps Down” |
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Exhibit 99.1
EXHIBIT 99.1
For more information contact:
Jennifer Jarman
The Blueshirt Group
415-217-5866
jennifer@blueshirtgroup.com
Synaptics Appoints Long-Time Executive, Russell J. Knittel,
Interim President and Chief Executive Officer;
Thomas J. Tiernan Steps Down
SANTA CLARA, Calif., October 11, 2010 — Synaptics (Nasdaq: SYNA), a leading developer of
human interface solutions for mobile computing, communications, and entertainment devices, today
announced the appointment of Russell J. Knittel as Interim President and Chief Executive Officer
following the resignation for personal reasons of Thomas J. Tiernan as President, Chief Executive
Officer, and a director. Mr. Knittel will also be joining the Board of Directors. The Board of
Directors is instituting an immediate search for a successor President and Chief Executive Officer.
Mr. Knittel has held key executive positions with Synaptics for over ten years, most recently
serving as Executive Vice President. Mr. Knittel served as Chief Financial Officer of the company
for the majority of his tenure from April 2000 through September 2009.
Francis Lee, Chairman of the Board, stated, “We thank Tom for his efforts on behalf of our company
and wish him well in his future endeavors.” Mr. Lee added, “Russ has played a key role in the
success of our company and is familiar with all aspects of our business. We are fortunate to have
a long-time, highly capable executive to assume the leadership role while we search for a successor
to lead the company forward. Russ has informed us that he wishes to continue with his previously
announced plan to retire from active management, which will take place following the selection of a
successor, a process in which he will be actively involved. The board is appreciative of Russ’s
agreement to assume the role on an interim basis and to join our Board of Directors.”
Mr. Knittel commented, “My involvement with Synaptics for more than 10 years has given me a deep
appreciation of its many strengths, including innovation, product offerings, customer service, and
employee talent and creativity. During this important transition period, the Board of Directors
and I are committed to working with our employees to continue to enhance our business and take
advantage of the expanding market opportunities.”
Mr. Tiernan commented, “I have enjoyed helping lead this dynamic company over the past four years
of record growth and expansion. It has been a great pleasure to have worked with its outstanding
employees, management team, and Board of Directors. Synaptics is a wonderful company and is well
positioned to capitalize on the many opportunities ahead of it.”
Preliminary First Fiscal Quarter 2011 Financial Results and Business Outlook
Synaptics is announcing preliminary financial results for the first fiscal quarter of 2011. The
company expects to report record revenue of approximately $153 million, representing 28% growth
over the prior year, and 5% growth over the preceding quarter. GAAP net income is expected to
increase over 80% from the prior year to approximately $18 to $19 million, or $0.50 to $0.52 per
diluted share. Synaptics achieved record revenue from mobile applications during the quarter and
shipped the largest number of mobile phone designs in its history to leading handset OEMs globally.
In its notebook business, the company
continues to provide innovative products to its customers and has maintained its industry-leading
market share during the first fiscal quarter.
For the second fiscal quarter of 2011, Synaptics anticipates revenue to increase sequentially. The
company will provide further information on its results and second fiscal quarter 2011 outlook
during its regularly scheduled first fiscal quarter 2011 earnings release and conference call
detailed below.
Conference Call Information
Synaptics plans to release its final results for the first fiscal quarter of 2011 and provide
additional details on Thursday, October 21, 2010, with a conference call at 5:00 p.m. ET/2:00 p.m.
PT.
To participate on the live call, analysts and investors should dial 1-877-941-8416 at least ten
minutes prior to the call. Synaptics will also offer a live and archived webcast of the conference
call, accessible from the “Investor Relations” section of the company’s Web site
(http://investor.shareholder.com/synaptics/.) A telephonic replay of the conference call will also
be available until 11:59 p.m. PT on Monday, October 25, 2010 by dialing 1-800-406-7325 and entering
the passcode: 4372055.
About Synaptics Incorporated
Synaptics (NASDAQ: SYNA) is a leading developer of human 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™, 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, Calif.
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
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, but are not
limited to, statements regarding Synaptics’ ability to enhance its business and take advantage of
expanding market opportunities; Synaptics’ positioning and ability to capitalize on the many
opportunities ahead of it; Synaptics’ anticipated revenue, net income, and net income per diluted
share for the quarter ending September 30, 2010, and its anticipation of a record revenue quarter,
an increase in net income over the prior year, record revenue from mobile applications during the
quarter, and record mobile phone design shipments; Synaptics’ ability to continue to provide
innovative products to its customers and its maintenance of its industry-leading market share in
its notebook business during the quarter ending September 30, 2010; and Synaptics’ anticipated
sequential revenue increase for its second fiscal quarter of 2011. 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, (a) demand for Synaptics’ products, (b) market demand for OEMs’ products using
Synaptics’ solutions, (c) changing market demand
trends in the markets Synaptics serves, (d) the success of customers’ products that utilize
Synaptics’ product solutions, (e) the development and launch cycles of customers’ products, (f)
market pressures on selling prices, (g) changes in product mix, (h) the market acceptance of
Synaptics’ product solutions compared with competitors’ solutions, (i) general economic conditions,
including consumer confidence and demand, (j) any adjustments made to Synaptics’ preliminary financial results for the first fiscal quarter of 2011 in the
course of Synaptics’ quarterly financial closing procedures, and (k) other risks as identified from time to time in
Synaptics’ reports filed with the Securities and Exchange Commission, including Quarterly Reports
on Form 10-Q and the Annual Report on Form 10-K for the fiscal year ended June 30, 2010. All
forward-looking statements are based on information available to Synaptics on the date hereof, and
Synaptics assumes no obligation to update such statements.
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