S-8

As filed with the Securities and Exchange Commission on November 2, 2020

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 2019 EQUITY AND INCENTIVE

COMPENSATION PLAN

(Full title of the plan)

Dean Butler

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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

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

  $1,360,000(2)   $78.76   $107,113,600   $11,686.10

 

 

(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 2019 Equity and Incentive Compensation Plan (the “2019 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 2019 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 $78.76, 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 October 28, 2020.

 

 

 


EXPLANATORY NOTE

Synaptics Incorporated, a Delaware corporation (the “Registrant”) is filing this Registration Statement to register an additional 1,360,000 shares of its common stock, par value $0.001 per share (“Common Stock”), for issuance under the Registrant’s Amended and Restated 2019 Equity and Incentive Compensation Plan (the “2019 Plan”). The 2019 Plan was amended by the Registrant’s Board of Directors on September 2, 2020 to increase the number of shares of Common Stock authorized for issuance thereunder by 1,360,000 shares. The amendment to the 2019 Plan was approved by the Registrant’s stockholders on October 27, 2020.

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 2019 Plan described above. The Registrant previously registered shares of its Common Stock for issuance under the 2019 Plan under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on November 1, 2019 (File No. 333-234437). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above with respect to the shares of common stock registered under the 2019 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*
10.1    Amended and Restated 2019 Equity and Incentive Compensation Plan (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 29, 2020.


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 November 2, 2020.

 

SYNAPTICS INCORPORATED
By:  

/s/ Michael Hurlston

  Michael Hurlston
  President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Hurlston and Dean Butler 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/ Michael Hurlston

   President, Chief Executive Officer and   November 2, 2020
Michael Hurlston    Director (Principal Executive Officer)  

/s/ Dean Butler

   Senior Vice President and Chief Financial   November 2, 2020
Dean Butler    Officer (Principal Financial Officer)  

/s/ Kermit Nolan

   Corporate Vice President and Chief   November 2, 2020
Kermit Nolan    Accounting Officer (Principal Accounting Officer)  

/s/ Nelson C. Chan

   Chairman of the Board   November 2, 2020
Nelson C. Chan     

/s/ Kiva Allgood

   Director   November 2, 2020
Kiva Allgood     

/s/ Jeffrey Buchanan

   Director   November 2, 2020
Jeffrey Buchanan     

/s/ Keith Geeslin

   Director   November 2, 2020
Keith Geeslin     

/s/ Susan Hardman

   Director   November 2, 2020
Susan Hardman     

/s/ James Whims

   Director   November 2, 2020
James Whims     
EX-5.1

Exhibit 5.1

JONES DAY

November 2, 2020

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 Synaptics Incorporated Amended and Restated 2019 Equity and Incentive Compensation Plan (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 1,360,000 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 thereof.

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
EX-23.2

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 21, 2020 with respect to the consolidated balance sheets of Synaptics Incorporated as of June 27, 2020, and June 29, 2019 and the related consolidated statements of operations, comprehensive income/(loss), stockholders’ equity and cash flows for each of the years in the three-year period ended June 27, 2020, and the related notes (collectively the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of June 27, 2020, incorporated by reference herein.

 

/s/ KPMG LLP
Santa Clara, California
November 2, 2020

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.