corresp
Robert S. Kant
Tel. 602.445.8302
Fax. 602.445.8100
KantR@gtlaw.com
December 7, 2007
VIA FEDERAL EXPRESS AND
THE EDGAR SYSTEM
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Attention: Michael F. Johnson
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Re:
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Synaptics Incorporated |
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Form 10-K for the fiscal year ended June 30, 2007 |
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Filed September 6, 2007 |
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File No. 000-49602 |
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Definitive Proxy Statement on Schedule 14A |
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Filed September 28, 2007 |
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File No. 000-49602 |
Ladies and Gentlemen:
On behalf of our client, Synaptics Incorporated (the “Company”), we are responding to your
letter dated November 1, 2007. For your convenience, we are numbering our comments as set forth in
your letter.
Form 10-K
Item 1. Business
Customers, page 11
SEC Comment: 1. Please tell us what consideration was given to more fully discussing
the material terms of your business relationships with Compal and Wistron in light of the fact that
these customers accounted for approximately 26% of your net revenue for fiscal 2007. See Item
101(c)(1)(vii) of Regulation S-K. Further, please advise whether you are substantially dependent
upon relationships with Compal and Wistron for purposes of Item 601(b)(10) of Regulation S-K.
Greenberg Traurig, LLP | Attorneys at Law | 2375 East Camelback Road, Suite 700 | Phoenix, Arizona 85016 | Tel. 602.445.8000 | Fax. 602.445.8100
Securities and Exchange Commission
Division of Corporation Finance
Attention: Michael F. Johnson
December 7, 2007
Page 2
Company Response: As explained in the Company’s Form 10-K, “[w]e generally supply
custom-designed products to our OEM customers through their contract manufacturers. We sell our
custom-designed products directly to these contract manufacturers, which include Compal, . . .
[and] Wistron . . .” Further, “[w]e consider both the OEMs and their contract manufacturers to be
our customers.”
Compal and Wistron are contract manufacturers that perform services for many computer OEMs.
The Company sells to Compal and Wistron as a result of its design wins with computer OEMs that
utilize Compal and Wistron to manufacture selected products or components of their products. The
Company has no contractual relationships with Compal or Wistron other than the purchase orders they
submit for the products they buy from the Company to incorporate into the products of computer
OEMs. The Company does not believe the loss of a significant portion of business from either
Compal or Winstron would have a material adverse effect on the Company’s revenue, primarily because
the computer OEMs have the freedom to choose to use different contract manufacturers to build their
products or components of their products. As reflected in the table of the Company’s major
customers from Footnote 12 of its financial statements, none of the four customers identified in
the table has consistently been a 10% customer over the three-year period ended June 30, 2007 for
the reasons discussed above.
Part II
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 39
SEC Comment: 2. We note your disclosure “[t]he overall increase in net revenue was
primarily attributable to an 80% increase in unit shipments, reflecting the combination of industry
growth and market share gains, partially offset by a lower-priced product mix and general
competitive pricing pressure.” Please tell us how you considered quantifying the amount of the net
revenue increase attributable to changes in volumes or prices. Refer to Item 303(a)(3)(iii) of
Regulation S-K.
Company Response: As explained in the Company’s Form 10-K, net revenue increased $82.2
million, or 44.6%, which was further broken down as an increase of $68.7 million related to PC applications and $13.5 million related to digital lifestyle product
applications. Further, the Company explained that its unit shipments increased by 80% primarily as
a result of the combination of industry growth and market share gains, partially offset by a lower
priced product mix and general competitive pricing pressure. The Company believes the disclosures
included in its 10-K address Item 303(a)(3)(iii) as it quantified the percentage increase in
volume, addressed the reasons for the increase in volume, and explained why the percentage increase
in volume did not result in a corresponding percentage increase in net revenue.
Greenberg Traurig, LLP
Securities and Exchange Commission
Division of Corporation Finance
Attention: Michael F. Johnson
December 7, 2007
Page 3
Part III
Item 13. Certain Relationships and Related Transactions, and Director Independence, page
54
SEC Comment: 3. We note that the company states the information required by Item 404
of Regulation S-K is incorporated by referenced from your definitive proxy statement filed for your
2007 Annual Meeting of Stockholders. Upon review of your proxy statement we are unable to locate
this information. Please advise.
Company Response: The incorporation by reference was correct. There simply were no
matters to address in the definitive proxy statement. Had there been such matters, they would have
been discussed in the definitive proxy statement.
Please be advised that we and the Company have carefully reviewed comments 4 through 10
relating to the Compensation Discussion and Analysis and Fiscal 2007 Incentive Compensation Program
in the Company’s Definition Proxy Statement. These comments will be considered in connection with
the Company’s future filings.
Please call me at 602-445-8302 if you have any questions.
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Sincerely,
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/s/ Robert S. Kant
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Robert S. Kant |
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RSK/bfg
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cc:
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Francis Lee |
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Russ Knittel |
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Kermit Nolan |
Greenberg Traurig, LLP
