[LETTERHEAD OF SYNAPTICS INCORPORATED]
May 26, 2005
VIA FACSIMILE, FEDERAL EXPRESS, AND EDGAR
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Attention: Maryse Mills-Apenteng
| Re: | Synaptics Incorporated (the “Company”) Registration Statement on Form S-3 (Registration No. 333-122348) |
Dear Ms. Mills-Apenteng:
Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, the Company hereby requests acceleration of the above-referenced Registration Statement to 1:00 p.m., E.S.T., Wednesday, June 1, 2005 or as soon as practicable thereafter.
The Company acknowledges that (1) should the Commission or staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the filing, and (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing, and the Company may not assert such action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Sincerely, Synaptics Incorporated |
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| By: | /s/ Russell J. Knittel | |||
| Russell J. Knittel, Chief Financial Officer | ||||
cc: Brian H. Blaney, Esq.
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.