Mail Stop 4-6
April 20, 2005
Francis F. Lee
President and Chief Executive Officer
2381 Bering Drive
San Jose, CA 95131
Re: Synaptics, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed on March 31, 2005
File No. 333-122348
Dear Mr. Lee:
We have reviewed your responses and have the following comments.
1. We are in receipt of your request for confidential treatment of
Exhibit 10.22 filed in a Form 8-K on April 1, 2005. We will
provide
comments on the confidential treatment request, if any, in a
separate
letter. Please note that the confidential treatment request must
be
processed before effectiveness of the registration statement.
2. See prior comment 4. We note your revision to footnote 6 to
the
selling securityholder table indicating that Bear, Stearns & Co.
and
KBC Financial Products USA "may be deemed to be, under the
interpretations of the Securities and Exchange Commission,"
underwriters. Please revise to state unambiguously here and in
the
plan of distribution on page 77 that these broker-dealer selling
shareholders are underwriters.
3. See prior comment 7. Please revise to incorporate the Item
1.01
Form 8-K filed April 1, 2005 and any other periodic reports
"filed"
prior to effectiveness.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Any questions should be directed to Maryse Mills-Apenteng at
(202) 942-1861. In her absence please contact the undersigned at
(202) 942-1800.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via facsimile: 602-445-8603
Brian Blaney, Esq.
Greenberg Traurig, LLP
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Synaptics, Inc.
April 20, 2005
Page 2 of 2
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.