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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 3, 2005
SYNAPTICS INCORPORATED
| DELAWARE | 000-49602 | 77-0118518 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2381 BERING DRIVE
SAN JOSE, CALIFORNIA
95131
(408) 434-0110
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. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Exhibit 99.1 | ||||||||
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Item 8.01. Other Events.
On June 3, 2005, Synaptics Incorporated announced via a press release that the Securities and Exchange Commission has declared effective its registration statement on Form S-3 relating to the resale of up to $125 million aggregate principal amount of its 0.75% Convertible Senior Subordinated Notes due 2024 (the “Notes”), and the shares of its common stock issuable upon conversion of the Notes.
A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. Not applicable. |
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| (b) | Pro Forma Financial Information. Not applicable. |
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| (c) | Exhibits. | |||
| Exhibit | ||
| Number | ||
99.1
|
Press release from Synaptics Incorporated, dated June 3, 2005, entitled “Synaptics Incorporated Announces Effectiveness of Registration Statement for Resale of 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 |
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| Date: June 3, 2005 | By: | /s/Russell J. Knittel | ||
| Russell J. Knittel | ||||
| Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Secretary | ||||
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EXHIBIT INDEX
| 99.1 | Press release from Synaptics Incorporated, dated June 3, 2005, entitled “Synaptics Incorporated Announces Effectiveness of Registration Statement for Resale of 0.75% Convertible Senior Subordinated Notes Due 2024” |
Exhibit 99.1
|
For more information contact: Jennifer Jarman The Blueshirt Group 415-217-7722 jennifer@blueshirtgroup.com |
Synaptics Incorporated Announces Effectiveness of Registration Statement
for Resale of 0.75% Convertible Senior Subordinated Notes Due 2024
| SAN JOSE, Calif. — June 3, 2005 – Synaptics Incorporated (NASDAQ: SYNA) today announced that the Securities and Exchange Commission has declared effective its registration statement on Form S-3 relating to the resale of up to $125 million aggregate principal amount of its 0.75% Convertible Senior Subordinated Notes due 2024 (the “Notes”), and the shares of its common stock issuable upon conversion of the Notes. The Notes were originally issued in a private placement in December 2004. Synaptics will not receive any proceeds from the sale by any selling security holder of the Notes or the shares of common stock issuable upon conversion of the Notes. | ||||
| This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any offers of the securities will be made only by means of a prospectus. | ||||
| About Synaptics Incorporated Synaptics (NASDAQ: SYNA) is a leading developer of 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 more than 50 percent 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 San Jose, California. www.synaptics.com |
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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.