As filed with the Securities and Exchange Commission on November 3, 2022
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.) |
1109 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
1109 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 1109 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. ☐
EXPLANATORY NOTE
Synaptics Incorporated, a Delaware corporation (the Registrant) is filing this Registration Statement to register an additional 698,000 shares of its common stock, par value $0.001 per share (Common Stock), for issuance under the Registrants Amended and Restated 2019 Equity and Incentive Compensation Plan (the 2019 Plan). The 2019 Plan was amended by the Registrants Board of Directors on July 26, 2022 to increase the number of shares of Common Stock authorized for issuance thereunder by 698,000 shares, and such amendment was approved by the Registrants stockholders on October 25, 2022.
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), November 2, 2020 (File No. 333-249793), and December 2, 2021 (File No. 333-261460). 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.
* | Filed herewith. |
(1) | Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on October 27, 2022. |
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 November 3, 2022.
SYNAPTICS INCORPORATED | ||
By: | /s/ Michael Hurlston | |
Michael Hurlston | ||
President and Chief Executive Officer |
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 |
President, Chief Executive Officer and | November 3, 2022 | ||
Michael Hurlston | Director (Principal Executive Officer) | |||
/s/ Dean Butler |
Chief Financial Officer (Principal Financial | November 3, 2022 | ||
Dean Butler | Officer) | |||
/s/ Kermit Nolan |
Corporate Vice President and Chief | November 3, 2022 | ||
Kermit Nolan | Accounting Officer (Principal Accounting Officer) | |||
/s/ Nelson C. Chan |
Chairman of the Board and Director | November 3, 2022 | ||
Nelson C. Chan | ||||
/s/ Jeffrey Buchanan |
Director | November 3, 2022 | ||
Jeffrey Buchanan | ||||
/s/ Keith Geeslin |
Director | November 3, 2022 | ||
Keith Geeslin |
/s/ Susan Hardman |
Director | November 3, 2022 | ||
Susan Hardman | ||||
/s/ Patricia Kummrow |
Director | November 3, 2022 | ||
Patricia Kummrow | ||||
/s/ Vivie Lee |
Director | November 3, 2022 | ||
Vivie Lee | ||||
/s/ James Whims |
Director | November 3, 2022 | ||
James Whims |
Exhibit 5.1
Goodwin Procter LLP 601 Marshall St. Redwood City, CA 94063 | ||||
goodwinlaw.com +1 650 752 3100 |
November 3, 2022
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 698,000 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 Companys 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.
Synaptics Incorporated
November 3, 2022
Page 2
Very truly yours, |
/S/ GOODWIN PROCTER LLP |
GOODWIN PROCTER LLP |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated August 19, 2022, with respect to the consolidated financial statements of Synaptics Incorporated, and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP |
Santa Clara, California |
November 3, 2022 |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Synaptics Incorporated
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||
Equity |
Common stock, par value $0.001 per share |
Other(2) | 698,000(3) | 90.18(2) | $62,945,640.00(2) | 0.00011020 | $6,936.61 | |||||||
Total Offering Amounts |
$62,945,640.00 | $6,936.61 | ||||||||||||
Total Fee Offsets |
$0 | |||||||||||||
Net Fee Due |
$6,936.61 |
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued under the Synaptics Incorporated Amended and Restated 2019 Equity and Incentive Compensation Plan (the Plan) to prevent dilution resulting from stock splits, stock dividends, recapitalization or similar transactions that result in an increase in the number of outstanding securities. |
(2) | Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act, solely for the purpose of computing the amount of the registration fee, on the basis of the average of the high and low prices of shares of Synaptics Incorporateds common stock, par value $0.001 per share (Common Stock), reported on the Nasdaq Global Select Market on October 31, 2022, which is within five business days of this filing. |
(3) | Represents 698,000 additional shares of Common Stock for future issuance under the Plan. |
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.