As filed with the Securities and Exchange Commission on December 7, 2016

Registration No. 333-             

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

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 No.)

1251 McKay Drive

San Jose, California 95131

(Address of Principal Executive Offices) (Zip Code)

 

 

AMENDED AND RESTATED 2010 INCENTIVE COMPENSATION PLAN

(Full title of the plan)

Wajid Ali

Senior Vice President and Chief Financial Officer

1251 McKay Drive

San Jose, California 95131

(Name and address of agent for service)

(408) 904-1100

(Telephone number, including area code, of agent for service)

 

 

Copies to:

 

John McFarland Senior Vice President, General Counsel and Secretary Synaptics Incorporated 1251 McKay Drive San Jose, California 95131 Tel: (408) 904-1100 Fax: (408) 904-1110		Micheal J. Reagan, Esq. W. Stuart Ogg, Esq. Jones Day 1755 Embarcadero Road Palo Alto, CA 94303 Tel: (650) 739-3939 Fax: (650) 739-3900

 

 

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		☒		Accelerated filer		☐
Non-accelerated filer		☐ (Do not check if a smaller reporting company)		Smaller reporting company		☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share(3)		Proposed Maximum Aggregate Offering Price(3)		Amount of Registration Fee(3)
Common Stock, par value $0.001 per share		2,600,000(2)		$53.82		$139,932,000		$16,219

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover an indeterminate number of additional shares of common stock, par value $0.001 per share (the “Common Stock”), of Synaptics Incorporated (the “Registrant”) that may become issuable under the Registrant’s Amended and Restated 2010 Incentive Compensation Plan (as amended, the “2010 Plan”) in the event the number of outstanding shares of the Registrant is increased by reason of any stock dividend, stock split, recapitalization, merger, consolidation or reorganization or similar transaction.

(2)	Represents additional shares of Common Stock issuable under the 2010 Plan.

(3)

Determined solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h). The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on $53.82, which is the average of the high and low prices for the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on December 5, 2016.

 

 

 

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EXPLANATORY NOTE

Synaptics Incorporated, a Delaware corporation (the “Registrant”) is filing this Registration Statement to register an additional 2,600,000 shares of its common stock, par value $0.001 per share (“Common Stock”), for issuance under the Registrant’s Amended and Restated 2010 Incentive Compensation Plan (as amended, the “2010 Plan”). The 2010 Plan was further amended and restated by the Registrant’s Board of Directors to, among other things, increase the number of shares of Common Stock authorized for issuance thereunder by 2,600,000 shares. The amendments to the 2010 Plan were approved by the Registrant’s stockholders on October 25, 2016.

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plan is effective pursuant to the amendments to the 2010 Plan described above. The Registrant previously registered shares of its Common Stock for issuance under the 2010 Plan under the following registration statements: a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on November 5, 2010 (File No. 333-170401); and a Registration Statement on Form S-8 filed with the SEC on January 21, 2014 (File No. 333-193470). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above with respect to the shares of common stock registered under the 2010 Plan, except to the extent supplemented or amended or superseded by the information set forth or incorporated herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

Exhibit No.		Description
5.1		Opinion of Jones Day*
10.24(e)		Amended and Restated 2010 Incentive Compensation Plan, as amended (1)
23.1		Consent of Jones Day (included in Exhibit 5.1 above)
23.2		Consent of KPMG LLP, the Registrant’s independent registered public accounting firm*
24.1		Power of Attorney (included on the signature page)

 

*	Filed herewith.

(1)	Incorporated by Reference to the Registrant’s Current Report on Form 8-K as filed with the SEC on October 28, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Jose, State of California, on December 7, 2016.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Bergman and Wajid Ali and each or either of them, as his or her true and lawful attorney-in-fact and agent, 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 to this registration statement on Form S-8, including any and all post-effective amendments and amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, 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 attorney-in-fact and agent, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed below by the following persons on behalf of Synaptics Incorporated and in the capacities and on the dates indicated:

 

		Title		Date
/s/ Richard A. Bergman Richard A. Bergman		President, Chief Executive Officer and Director (Principal Executive Officer)		December 7, 2016
/s/ Wajid Ali Wajid Ali		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		December 7, 2016
/s/ Francis F. Lee Francis F. Lee		Chairman of the Board		December 7, 2016
/s/ Jeffrey D. Buchanan Jeffrey D. Buchanan		Director		December 7, 2016
/s/ Nelson C. Chan		Director		December 7, 2016
Nelson C. Chan
/s/ Keith B. Geeslin Keith B. Geeslin		Director		December 7, 2016
/s/ Russell J. Knittel Russell J. Knittel		Director		December 7, 2016
/s/ Richard L. Sanquini Richard L. Sanquini		Director		December 7, 2016
/s/ James L. Whims James L. Whims		Director		December 7, 2016

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EXHIBIT INDEX

 

Exhibit No.		Description
5.1		Opinion of Jones Day*
10.24(e)		Amended and Restated 2010 Incentive Compensation Plan, as amended (1)
23.1		Consent of Jones Day (included in Exhibit 5.1 above)
23.2		Consent of KPMG LLP, the Registrant’s independent registered public accounting firm*
24.1		Power of Attorney (included on the signature page)

 

*	Filed herewith.

(1)	Incorporated by Reference to the Registrant’s Current Report on Form 8-K as filed with the SEC on October 28, 2016.

Exhibit 5.1

JONES DAY

SILICON VALLEY OFFICE • 1755 EMBARCADERO ROAD • PALO ALTO, CALIFORNIA 94303

TELEPHONE: +1.650.739.3939 • FACSIMILE: +1.650.739.3900

December 7, 2016

Synaptics Incorporated

1251 McKay Drive

San Jose, California 95131

Re: Registration Statement on Form S-8 Filed by Synaptics Incorporated

Ladies and Gentlemen:

We have acted as counsel for Synaptics Incorporated, a Delaware corporation (the “Company”), in connection with the Company’s Amended and Restated 2010 Incentive Compensation Plan (as amended, the “Plan”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the additional 2,600,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company that may be issued or delivered and sold pursuant to the Plan and the authorized forms of stock option, restricted stock or other applicable award agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions. In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Synaptics Incorporated:

We consent to the use of our report dated August 26, 2016, with respect to the consolidated balance sheets of Synaptics Incorporated as of June 25, 2016 and June 27, 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended June 25, 2016, and the effectiveness of internal control over financial reporting as of June 25, 2016, which is incorporated herein by reference.

/s/ KPMG LLP

Santa Clara, California

December 7, 2016