S-8

As filed with the Securities and Exchange Commission on December 2, 2021

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.

Goodwin Procter LLP

601 Marshall Street

Redwood City, CA 94063

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 (4)
 

Proposed
Maximum
Aggregate

Offering Price (4)

 

Amount of

Registration Fee (4)

Common Stock, par value $0.001 per share

   

Amended and Restated 2019 Equity Incentive Plan (the “2019 Plan”)

  2,000,000 (2)   $272.09   $544,180,000   $50,445.49

Substitute Restricted Stock Unit Awards outstanding under the 2019 Plan

  59,425 (3)   $272.09   $16,168,948.25   $1,498.86

Total:

  2,059,425       $560,348,948.25   $51,944.35

 

 

(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 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)

Represents shares of Common Stock that may become issuable under the 2019 Plan upon the vesting of restricted stock unit awards granted in substitution of outstanding awards under the DSP Group, Inc. (“DSP”) Amended and Restated 2012 Equity Incentive Plan immediately prior to the consummation of the Registrant’s acquisition of DSP on December 2, 2021.

(4)

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 $272.09, 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 November 23, 2021.

 

 

 


EXPLANATORY NOTE

Synaptics Incorporated, a Delaware corporation (the “Registrant”) is filing this Registration Statement to register an additional 2,059,425 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 July 27, 2021 to increase the number of shares of Common Stock authorized for issuance thereunder by 2,000,000 shares, and such amendment was approved by the Registrant’s stockholders on October 26, 2021. In substitution of outstanding awards under the DSP Group, Inc. (“DSP”) Amended and Restated 2012 Equity Incentive Plan immediately prior to the consummation of the Registrant’s acquisition of DSP on December 2, 2021, the Registrant is granting restricted stock unit awards under the 2019 Plan covering 59,425 shares of Common Stock that shall become issuable under the 2019 Plan upon vesting of such awards.

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 amendment to the 2019 Plan described above and the issuance of the substitute restricted stock unit awards. 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) and November 2, 2020 (File No. 333-249793). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements 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 Goodwin Procter*
10.1    Amended and Restated 2019 Equity and Incentive Compensation Plan (1)
23.1    Consent of Goodwin Procter (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 Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on October 28, 2021.


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 December 2, 2021.

 

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

Michael Hurlston

  

President, Chief Executive Officer and Director (Principal Executive Officer)

  December 2, 2021

/s/ Dean Butler

Dean Butler

  

Chief Financial Officer (Principal Financial Officer)

  December 2, 2021

/s/ Kermit Nolan

Kermit Nolan

  

Corporate Vice President and Chief Accounting Officer (Principal Accounting Officer)

  December 2, 2021

/s/ Nelson C. Chan

Nelson C. Chan

  

Chairman of the Board and Director

  December 2, 2021

/s/ Kiva Allgood

Kiva Allgood

  

Director

  December 2, 2021

/s/ Jeffrey Buchanan

Jeffrey Buchanan

  

Director

  December 2, 2021

/s/ Keith Geeslin

Keith Geeslin

  

Director

  December 2, 2021


/s/ Susan Hardman

Susan Hardman

  

Director

  December 2, 2021

/s/ James Whims

James Whims

  

Director

  December 2, 2021

/s/ Patricia Kummrow

Patricia Kummrow

  

Director

  December 2, 2021
EX-5.1

Exhibit 5.1

December 2, 2021

Synaptics Incorporated

1251 McKay Drive

San Jose, California 95131

Re:    Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 2,059,425 shares (the “Shares”) of Common Stock, $0.001 par value per share (“Common Stock”), of Synaptics Incorporated, a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s Amended and Restated 2019 Equity and Incentive Compensation Plan (the “Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

Very truly yours,

/s/ GOODWIN PROCTER LLP

GOODWIN PROCTER LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated August 20, 2021, with respect to the consolidated balance sheets of Synaptics Incorporated as of June 26, 2021 and June 27, 2020 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 26, 2021 and the related notes (collectively the “consolidated financial statements”), and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Santa Clara, California

December 2, 2021

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.