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): September 28, 2011
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 5.02. Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On September 28, 2011, we appointed Richard A. (“Rick”) Bergman as President, Chief Executive Officer, and a
director. Mr. Bergman succeeds Russell J. Knittel, who has served as Interim President and Chief Executive Officer
since October 2010. Mr. Knittel, who will remain as a director of our company, will be retiring as an employee of our
company following providing transition services on a short-term basis as determined by Mr. Bergman and the Board of
Directors.
Mr. Bergman, 47, served as Senior Vice President and General Manager of the Products Group of Advanced Micro
Devices Inc. (“AMD”), a global semiconductor company, with responsibility for managing the graphics and microprocessor
product development groups since May 2009. From October 2006 to May 2009, Mr. Bergman was Senior Vice President and
General Manager, Graphics Product Group of AMD. Mr. Bergman joined AMD via its acquisition of ATI Technologies Inc., a
company that was engaged in the design, manufacture, and sale of 3D graphics and digital media silicon solutions, in
October 2006. While at ATI, Mr. Bergman served in several positions, including as Senior Vice President and General
Manager, PC Group just prior to AMD’s acquisition of ATI. In January 2001, Mr. Bergman joined ATI from S3 Graphics, a
division of SonicBlue Inc., where he served as Chief Operating Officer. Prior to S3 Graphics, Mr. Bergman served in a
number of marketing and management roles within the North American technology industry, including Vice President,
Marketing at Exponential Inc. and Marketing Manager at Texas Instruments, Inc. Mr. Bergman began his engineering
career at IBM. Mr. Bergman holds a Bachelor of Science degree in Electrical Engineering from the University of
Michigan and a Master’s degree in Business Administration from the University of Colorado.
In connection with his appointment as President and Chief Executive Officer, Mr. Bergman will receive an annual
base salary of $575,000; stock options entitling him to purchase 430,000 shares of our common stock, vesting 25% one
year after the commencement of employment and 1/48 each month thereafter; 10,000 deferred stock units, vesting 25% one
year after the commencement of employment and 1/16 each quarter thereafter; and 30,000 deferred stock units, vesting
1/24 on the last day of each month after the commencement of employment. In addition, Mr. Bergman will participate in
all plans and programs applicable to executive officers, including our annual incentive compensation program and our
Severance Policy for Principal Executive Officers. Our Board of Directors has waived the one-year
minimum employment period under our Severance Policy for Principal Executive Officers.
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The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions,
covenants, and agreements contained in Mr. Bergman’s offer letter and
is subject to and qualified in its entirety by reference to the full
text of the offer letter, which is attached hereto as Exhibit 10.27,
and is hereby incorporated by reference into this Item 5.02.
There are no other arrangements or understandings pursuant to which Mr. Bergman was selected as President and
Chief Executive Officer, and there are no arrangements or understandings pursuant to which Mr. Bergman was elected as a
director other than as an incident of his employment as President and Chief Executive Officer. It is anticipated,
however, that Mr. Bergman will become a party to a Change of
Control Severance Agreement. There are no family relationships among any of our directors, executive officers, and
Mr. Bergman. There are no related party transactions between us and Mr. Bergman reportable under Item 404(a) of
Regulation S-K.
Mr. Knittel has agreed to provide transition services to our company following Mr. Bergman’s appointment. During
the period Mr. Knittel provides such transition services,
Mr. Knittel will continue to receive his base salary and
participate in our incentive compensation programs.
On September 28, 2011, we issued a press release announcing Mr. Bergman’s appointment and Mr. Knittel’s
retirement. A copy of that press release is attached hereto as Exhibit 99.1.
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Item 9.01. Financial Statements and Exhibits.
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(a) |
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Financial Statements of Business Acquired. |
Not applicable.
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(b) |
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Pro Forma Financial Information. |
Not applicable.
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(c) |
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Shell Company Transactions. |
Not applicable.
(d) Exhibits.
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Exhibit
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Number
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Exhibits |
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10.27
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Employment Offer Letter dated September 28, 2011 between Synaptics
Incorporated and Richard Bergman |
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99.1
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Press release from Synaptics Incorporated, dated September 28, 2011,
entitled “Synaptics Appoints Rick Bergman President and CEO” |
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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 4, 2011
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By:
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/s/ Kathleen A. Bayless |
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Kathleen A. Bayless
Senior Vice President, Chief Financial Officer, Secretary,
and Treasurer |
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EXHIBIT INDEX
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Exhibit
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Number
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Description |
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10.27
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Employment Offer Letter dated September 28, 2011 between Synaptics
Incorporated and Richard Bergman |
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99.1
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Press release from Synaptics Incorporated, dated September 28, 2011,
entitled “Synaptics Appoints Rick Bergman President and CEO” |
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Exhibit 10.27
Exhibit 10.27
September 28th, 2011
Rick Bergman
4817 Pecan Chase
Austin, TX 78738
Dear Rick,
Following the completion of our internal processes and working out a mutually acceptable Change of
Control Severance Agreement and Severance Policy for Principal Executive Officers, we are pleased
to offer you a position with Synaptics as President and Chief Executive Officer commencing on
September 28th, 2011. This letter will confirm the terms of your employment. You will
receive a monthly salary of $47,916.67 that will be paid on the 15th and last day of
each month (corresponding to an annual salary of $575,000).
As a Synaptics employee, you are also eligible to receive employee benefits which include:
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Group Medical, Dental and Vision insurance for you and your eligible dependents (subject
to co-pay for dependent coverage); |
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Life Insurance, Short-term and Long-term Disability Insurance; |
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Flexible time off benefits that you will be accruing at fifteen (15) days per year
(includes sick leave and personal time-off); |
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Participation in our Employee Stock Purchase Plan; |
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Participation in our 401(k) Savings Plan; and |
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Participation in a Section 125 Flexible Spending Account. |
You are eligible to receive an annual incentive target of $575,000 (corresponding to 100% of your
base salary) for the fiscal year ending June 30th, 2012. Payment of the incentive will
be based first on company-wide performance, followed by department and individual goals
annually. Payment of any incentive amount is ultimately at the discretion of the Company and is not
guaranteed. Your incentive will be prorated from your hire date.
You will also be eligible for our Severance Policy for Principal Executive Officers in addition to
your Change of Control Severance Agreement. The Compensation Committee has approved your request
for a waiver of the one year waiting period under our Severance Policy for Principal Executive
Officers.
Your performance and base salary will be reviewed at the end of each fiscal year as part of the
Company’s normal focal review process. Your first review will occur in July 2012 and any merit
increase will be awarded at that time. Your merit increase is pro-rated from your hire date in
fiscal year 2012. Also, in fiscal year 2012, you are guaranteed a minimum of 80% of your annual
incentive target pro-rated from the time you start in fiscal year 2012.
Subject to the approval of the Board of Directors of the Company, upon commencement of your
employment, you will be granted an option to purchase 430,000 shares of Common Stock. Your stock
options will be priced at the close of business on your first day of employment on September
28th, 2011. Your options shall vest and become exercisable at the rate of 1/4 of the
shares one year after commencement of employment and 1/48 of the shares each month thereafter (so
that at the end of four years, your options will be fully vested). Vesting of these options will,
of course, depend on your continued employment with the Company.
You will also receive 10,000 Restricted Stock Units (RSUs). You will vest 1/4 of these RSUs one
year after commencement of employment and 1/16 of these RSUs each quarter thereafter (so that at
the end of four years, these RSUs will be fully vested). Vesting of these RSUs will, of course,
depend on your continued employment with the Company.
In all considerations to your current package at AMD, you will receive 30,000 RSUs. These RSU’s
will vest over two years on a monthly basis (1/24 per month) on the last day of each calendar month
following the month of grant (so that at the end of two years, these RSUs will be fully vested).
Vesting of these RSUs will depend on your continued employment with the Company.
You should be aware that your employment with the Company is for no specified period and
constitutes “at will” employment. As a result, you are free to resign at any time, for any reason,
or for no reason. Similarly, the Company is free to conclude its employment relationship with you
at any time, with or without cause. This offer is contingent upon successful completion of your
background and references screening.
For purposes of federal immigration law, you will be required to provide to the Company documentary
evidence of your identity and eligibility for employment in the United States. Such documentation
must be provided to us within three business days of your hire date, or our employment relationship
with you may be terminated.
Attached is our standard Proprietary Information and Assignment of Inventions Agreement regarding
protection of confidential information and assignment of inventions and new standard Change of
Control Severance Agreement. If you accept this offer, it is required as a condition of your
employment that you return a signed copy of these agreements. Also attached is our new Severance
Policy for Principal Executive Officers.
In order to accept the Company’s offer, you must sign and date this letter in the space provided
below and return it to me no later than September 28th, 2011. A duplicate original is
enclosed for your records. This letter, along with the attached Proprietary Information and
Assignment of Inventions Agreement and Change of Control Severance Agreement between you and the
Company, sets forth the terms of your employment with the Company and supersedes any prior
representations or agreements, whether written or oral. This letter may not be modified or amended
except by a written agreement, signed by the Company and by you.
Rick, we are really looking forward to you joining Synaptics and adding your leadership, experience
and energy to our growing company.
Sincerely,
/s/ Francis F. Lee
Francis F. Lee
Chairman of the Board
ACCEPTED AND AGREED TO
this 28th day of
September , 2011
Start
Date: 9/28/11
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Signature:
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/s/ Richard Bergman
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Full Legal Name
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Richard Bergman |
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Exhibit 99.1
Exhibit 99.1
Synaptics Appoints Rick Bergman President and CEO
Former AMD executive brings deep industry expertise and strong track record of performance
Santa Clara, CA — September 28, 2011 — Synaptics (NASDAQ: SYNA), a leading developer of human
interface solutions for mobile computing, communications and entertainment devices, announced that
the Board of Directors has concluded its search process and has appointed Rick Bergman, 47, as
president and chief executive officer, effective immediately. Mr. Bergman succeeds Russ Knittel,
who has served as interim president and CEO since October 2010. Mr. Bergman has also been appointed
to the Company’s board of directors.
A former executive of Advanced Micro Devices Inc. (AMD), Mr. Bergman most recently served as senior
vice president and general manager of the company’s products group, responsible for delivering
AMD’s computing platforms and managing the graphics and microprocessor product development teams.
“Rick is a visionary leader with a proven track record of driving performance to a higher level,”
said Francis Lee, Chairman of Synaptics’ Board of Directors. “He is an ideal fit to help Synaptics
further capitalize on the rapid growth of capacitive touch technology within an expanding range of
markets. As senior vice president and general manager of AMD’s products group, he helped generate
consistent profitability across multiple business divisions while creating new strategies to
improve and accelerate product delivery and product roadmap creation. With the addition of Rick’s
deep industry expertise and extensive product focus, Synaptics is very well-positioned to continue
its culture of innovation and technological leadership.”
Mr. Bergman was previously AMD’s senior vice president and general manager, Graphics Product Group
(GPG), from October 2006 to May 2009. During that time, the business regained top market share by
leading the industry in execution and time to market. Mr. Bergman joined AMD through the
acquisition of ATI Technologies in October 2006, where he served in roles as senior vice president
and general manager of the PC group and of the desktop business unit. He joined ATI in January 2001
from S3 Inc., where he was chief operating officer. Over the past 15 years, he has served in a
number of marketing and management roles within the technology industry, including vice president
of marketing at Exponential Inc. and marketing manager at Texas Instruments, Inc. Mr. Bergman began
his engineering career at IBM Corp.
“I’m extremely excited to join Synaptics at this juncture of the company’s development. Synaptics
is at the forefront of the industry as the innovator in its markets and is poised to benefit from a
refreshed and expanded product portfolio, including the most advanced next generation touch
solutions available today,” stated Mr. Bergman. “I have always been impressed by Synaptics’ track
record of financial performance and am drawn to the tremendous talent and engineering depth across
the organization. I am energized by the chance to further harness the Company’s potential to
capture the growing opportunities in
front of it and to build on Synaptics’ longstanding commitment to driving shareholder value.”
Mr. Knittel will retire as an employee of Synaptics following a short transition period and will
continue to serve as a member of the board of directors.
“On behalf of my fellow directors, I would like to thank Russ for serving as interim CEO and for
his assistance during the transition process,” added Mr. Lee. “Synaptics has made important
progress under his leadership, including retooling and broadening the company’s product portfolio
and navigating through a product mix transition in the mobile touchscreen business. We look forward
to Russ’ continued contributions on the Board.”
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, tablets, 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, California. 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, but are not
limited to, statements regarding the company’s ability to further capitalize on the rapid growth of
capacitive touch technology within an expanding range of markets; the company’s belief that it is
well-positioned to continue its culture of innovation and technological leadership; the belief that
Synaptics is at the forefront of the industry as the innovator in its markets and is poised to
benefit from a refreshed and expanded product portfolio, including the most advanced next
generation solutions available; and the company’s ability to capture growing opportunities.
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 Synaptics’ customers’ products that utilize
Synaptics’ product solutions, (e) the development and launch cycles of Synaptics’ 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, and (j) other risks as identified
from time to time in Synaptics’ SEC reports, including Quarterly Reports on Form 10-Q and the
Annual Report on Form 10-K for the fiscal year ended June 30, 2011. 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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For more information:
Investor Contact:
Jennifer Jarman
The Blueshirt Group
415-217-5866
jennifer@blueshirtgroup.com
Media Contact:
Kim Dion
Edelman
650-762-2927
Kim.Dion@edelman.com
