Mail Stop 4-6
February 25, 2005
Francis F. Lee
President and Chief Executive Officer
2381 Bering Drive
San Jose, CA 95131
Re: Synaptics, Inc.
Registration Statement on Form S-3
Filed on January 27, 2005
File No. 333-122348
Dear Mr. Lee:
We have limited our review of the above-referenced Form S-3
registration statement of Synaptics, Inc. to the cover page and
selling shareholder disclosure and incorporation by reference and
have the following comments. Where indicated, we think you should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.
Cover Page
1. Please provide an estimate as to the number of common shares
that
are issuable upon conversion of the senior subordinated notes. See
Item 501(b)(2) of Regulation S-K. Your legality opinion also
should
refer to the number of common shares.
Selling Shareholders
2. Please identify the natural person or persons who have sole or
shared voting and/or investment control over ATSF-Transamerica
Convertible Securities, Bancroft Convertible Fund, Inc., Citadel
Credit Trading Ltd., Citadel Equity Fund Ltd., Citigroup
Alternative
Investments Enhanced Arbitrage Strategies Fund and any other
entities
for which this information has not been provided. See telephone
interpretation 4S in the Regulation S-K section of the March 1999
Corporation Finance telephone interpretation manual.
3. We note that Guggenheim Portfolio Company, IDEX-Transamerica
Convertible Securities Fund, Ramius Master Fund and RCG Latitutde
Master Fund are identified as affiliates of broker-dealers.
Please
confirm that none of the other selling shareholders are affiliates
of
a registered broker-dealer. Please disclose for all broker-dealer
affiliates whether the sellers purchased the shares in the
ordinary
course of business and at the time of the purchase of the
securities
to be resold, the sellers had any agreements or understandings,
directly or indirectly, with any person to distribute the
securities.
4. We note in footnote 6 to the selling shareholder table that
Bear,
Stearns, & Co., a selling shareholder, acted as an initial
purchaser
in the private placement of the notes. The disclosure goes on to
state that Bear, Stearns is an affiliate of a broker-dealer.
Please
advise. If Bear, Stearns & Co is a registered broker-dealer and a
selling shareholder, then it should be named as an underwriter.
We
note further that KDC Financial Products USA is identified as a
broker-dealer and should also be named as an underwriter.
5. Your selling securityholder table contains a line item for
"Unnamed holders of notes or conversion shares or any future
transferees, pledgees, donees or successors or from any such
unnamed
holders." Footnote 21 and language preceding the table indicate
that
you intend to name additional selling securityholders by
supplement.
Please be advised that you must include information regarding
unnamed
selling securityholders by post-effective amendment. Please
revise.
Transferees, pledgees and donees of identified selling
securityholders at the time of effectiveness of the registration
statement may be identified in prospectus supplements.
Plan of Distribution
6. We note your discussion regarding short sales. Please
supplementally confirm that you are aware of Telephone Interp. A.
65
(July 1997) on this issue, which is publicly available on our
website
at www.sec.gov/interps/telephone.shtml.
Incorporation by Reference
7. Amend the registration statement to specifically incorporate by
reference the Form 10-Q for the period ended December 25, 2004.
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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing 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 this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
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
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.