As filed with the Securities and Exchange Commission on November 5, 2010
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
SYNAPTICS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 77-0118518 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
3120 Scott Blvd.
Santa Clara, California 95054
Santa Clara, California 95054
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 2001 Incentive Compensation Plan
(Full Title of the Plan)
(Full Title of the Plan)
Russell J. Knittel
Interim President and Chief Executive Officer
3120 Scott Blvd.
Santa Clara, California 95054
(408) 454-5100
Interim President and Chief Executive Officer
3120 Scott Blvd.
Santa Clara, California 95054
(408) 454-5100
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Robert S. Kant, Esq.
Jean E. Harris, Esq.
Greenberg Traurig, LLP
2375 East Camelback Road, Suite 700
Phoenix, AZ 85016
(602) 445-8000
Jean E. Harris, Esq.
Greenberg Traurig, LLP
2375 East Camelback Road, Suite 700
Phoenix, AZ 85016
(602) 445-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed | |||||||||||||
| Title of securities | Amount to be | offering price | maximum aggregate | Amount of | ||||||||||
| to be registered | registered (1) | per share | offering price | registration fee | ||||||||||
Common Stock, par value $.001 |
1,500,000 shares (2) | $28.59 (3) | $42,885,000.00(3) | $3,057.70 | ||||||||||
| (1) | Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall also cover any additional shares of
Common Stock that become issuable under the Amended and Restated 2001 Incentive Compensation Plan
by reason of any stock dividend, stock split, recapitalization, or any other similar transaction
without receipt of consideration that results in an increase in the number of outstanding shares of
Common Stock of Synaptics Incorporated (the “Registrant”). |
|
| (2) | Represents shares of Common Stock reserved for issuance upon exercise of stock options
outstanding under the Amended and Restated 2001 Incentive Compensation Plan. |
|
| (3) | The offering price per share was estimated solely for the purposes of calculation of the
registration fee in accordance with Rule 457(h) promulgated under the Securities Act, based upon
the weighted average exercise price per share of outstanding but unexercised options. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Synaptics Incorporated hereby incorporates by reference into this Registration Statement,
pursuant to General Instruction E to Form S-8, the contents of the Registration Statements on Form
S-8 (Nos. 333-81820, 333-99529, and 333-146145) as filed with the Securities and Exchange
Commission on January 31, 2002, September 13, 2002, and September 18, 2007, respectively, except
that “Item 3. Incorporation of Documents by Reference” is amended in its entirety to read as
follows:
Item 3. Incorporation of Documents by Reference.
Synaptics Incorporated (the “Registrant”) hereby incorporates by reference into this
Registration Statement the following documents previously filed with the Commission:
| (a) | The Registrant’s latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act that contains audited financial statements for the
Registrant’s latest fiscal year for which such statements have been filed; |
| (b) | All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Registrant
document referred to in (a) above; and |
| (c) | The description of the Registrant’s Common Stock contained in
the Registrant’s Registration Statement on Form 8-A, (No. 000-49602) as filed
with the Commission on January 24, 2002, including any amendment or report
filed for the purpose of updating such description. |
In addition, all documents filed with the Commission pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference
in this Registration Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this Registration Statement, or
in any subsequently filed document which also is or is deemed to be incorporated by reference in
this Registration Statement, modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 8. Exhibits.
| Exhibit | ||||
| Number | Exhibit | |||
| 5 | Opinion of Greenberg Traurig, LLP |
|||
| 10.6 | (b) | Form of grant agreement for Amended and Restated 2001 Incentive Compensation Plan (1) |
||
| 10.6 | (c) | Form of deferred stock award agreement for Amended and Restated 2001 Incentive Compensation
Plan (2) |
||
| 10.6 | (d) | Amended and Restated 2001 Incentive Compensation Plan (as amended through January 23, 2007)
(3) |
||
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm |
|||
| 23.2 | Consent of Greenberg Traurig, LLP (included in Exhibit 5) |
|||
| 24 | Power of Attorney (included in the Signatures section of this Registration Statement) |
|||
| (1) | Incorporated by reference to the Registrant’s Form 10-Q (Commission File No.
000-49602) for the quarter ended December 28, 2002, as filed with the Commission on
February 6, 2003. |
|
| (2) | Incorporated by reference to the Registrant’s Form 10-K for the fiscal year
ended June 24, 2006, as filed with the Commission on September 7, 2006. |
|
| (3) | Incorporated by reference to the Registrant’s Form 10-Q (Commission File No.
000-49602) for the quarter ended September 29, 2007, as filed with the Commission on
November 8, 2007. |
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California, on November 5, 2010.
| SYNAPTICS INCORPORATED |
||||
| By: | /s/ Russell J. Knittel | |||
| Russell J. Knittel | ||||
| Interim President and Chief Executive Officer | ||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints jointly and severally, Russell J. Knittel and Kathleen A. Bayless and each of them, as
his or her true and lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated:
| Signature | Position | Date | ||
/s/ Russell J. Knittel
|
Interim President, Chief Executive Officer, and Director (Principal Executive Officer) | November 5, 2010 | ||
/s/ Kathleen A. Bayless
|
Senior Vice President, Chief Financial
Officer, Secretary, and Treasurer (Principal Financial and Accounting Officer) |
November 5, 2010 | ||
/s/ Francis F. Lee
|
Chairman of the Board | November 5, 2010 | ||
Francis F. Lee |
||||
/s/ Jeffrey D. Buchanan
|
Director | November 5, 2010 | ||
/s/ Nelson C. Chan
|
Director | November 5, 2010 | ||
/s/ Keith B. Geeslin
|
Director | November 5, 2010 | ||
| Director | ||||
| Director |
2
EXHIBIT INDEX
| Exhibit | ||||
| Number | Exhibit | |||
| 5 | Opinion of Greenberg Traurig, LLP |
|||
| 10.6 | (b) | Form of grant agreement for Amended and Restated 2001 Incentive Compensation Plan (1) |
||
| 10.6 | (c) | Form of deferred stock award agreement for Amended and Restated 2001 Incentive Compensation
Plan (2) |
||
| 10.6 | (d) | Amended and Restated 2001 Incentive Compensation Plan (as amended through January 23, 2007)
(3) |
||
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm |
|||
| 23.2 | Consent of Greenberg Traurig, LLP (included in Exhibit 5) |
|||
| 24 | Power of Attorney (included in the Signatures section of this Registration Statement) |
|||
| (1) | Incorporated by reference to the Registrant’s Form 10-Q (Commission File No.
000-49602) for the quarter ended December 28, 2002, as filed with the Commission on
February 6, 2003. |
|
| (2) | Incorporated by reference to the Registrant’s Form 10-K for the fiscal year
ended June 24, 2006, as filed with the Commission on September 7, 2006. |
|
| (3) | Incorporated by reference to the Registrant’s Form 10-Q (Commission File No.
000-49602) for the quarter ended September 29, 2007, as filed with the Commission on
November 8, 2007. |
EXHIBIT 5
November 5, 2010
Synaptics Incorporated
3120 Scott Boulevard
Santa Clara, California 95054
3120 Scott Boulevard
Santa Clara, California 95054
| Re: | Registration Statement on Form S-8 Synaptics Incorporated |
Ladies and Gentlemen:
As legal counsel to Synaptics Incorporated, a Delaware corporation (the “Company”), we
have assisted in the preparation of the Company’s Registration Statement on Form S-8 (the
“Registration Statement”), to be filed with the Securities and Exchange Commission on or
about November 5, 2010, in connection with the registration under the Securities Act of 1933, as
amended (the “Securities Act”), of an additional 1,500,000 shares of common stock of the
Company, par value $0.001 per share (the “Shares”), issuable pursuant to the Company’s
Amended and Restated 2001 Incentive Compensation Plan (the “Plan”). The facts, as we
understand them, are set forth in the Registration Statement.
With respect to the opinion set forth below, we have examined originals, certified copies, or
copies otherwise identified to our satisfaction as being true copies, only of the following:
A. The Certificate of Incorporation of the Company, as filed with the Secretary of State of
the State of Delaware on January 7, 2002, as amended to date;
B. The Third Amended and Restated Bylaws as adopted by the Company;
C. Various resolutions of the Board of Directors of the Company authorizing the Plans and the
issuance of the Shares;
D. The Registration Statement; and
E. The Plan.
Subject to the assumptions that (i) the documents and signatures examined by us are genuine
and authentic, and (ii) the persons executing the documents examined by us have the legal capacity
to execute such documents, and subject to the further limitations and qualifications set forth
below, based solely upon our review of items A through E above, it is our opinion that the Shares
will be validly issued, fully paid, and nonassessable when issued and sold in accordance with the
terms of the Plan.
Greenberg Traurig, LLP | Attorneys at Law | 2375 East Camelback Road, Suite 700 | Phoenix, Arizona
85016 | Tel. 602.445.8000 | Fax 602.445.8100
Synaptics Incorporated
November 5, 2010
Page 2
November 5, 2010
Page 2
We express no opinion as the applicability or effect of any laws, orders, or judgments of any
state or other jurisdiction other than federal securities laws and the substantive laws of the
state of Delaware, including judicial interpretations of such laws. Further, our opinion is based
solely upon existing laws, rules, and regulations, and we undertake no obligation to advise you of
any changes that may be brought to our attention after the date hereof.
We hereby expressly consent to any reference to our firm in the Registration Statement,
inclusion of this Opinion as an exhibit to the Registration Statement, and to the filing of this
Opinion with any other appropriate governmental agency.
| Very truly yours, | ||
| /s/ Greenberg Traurig, LLP |
Greenberg Traurig
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Synaptics, Incorporated:
Synaptics, Incorporated:
We consent to the use of our reports dated August 23, 2010, with respect to the consolidated
balance sheets of Synaptics Incorporated and subsidiaries (the Company) as of June 27, 2009 and
June 26, 2010, and the related consolidated statements of income, stockholders’ equity and
comprehensive income, and cash flows for each of the years in the three-year period ended June 26,
2010, and the effectiveness of internal control over financial reporting as of June 26, 2010,
incorporated herein by reference.
As discussed in note 1 to the consolidated financial statements, effective at the beginning of
fiscal year 2010, the Company retrospectively adopted the provisions of Accounting Principles Board
(APB) Opinion No. 14-1 (included in Financial Accounting Standards Board (FASB) Accounting
Standards Codification 470-20, Debt with Conversion and Other Options), Accounting for Convertible
Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement),
for all periods presented herein. Also, as discussed in note 1 to the consolidated financial
statements, the Company adopted the provisions of FASB Staff Position No. FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments (included in FASB ASC Topic 320,
Investments-Debt and Equity Securities), during fiscal 2009.
/s/ KPMG LLP
Mountain View, California
November 5, 2010
November 5, 2010
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.