As filed with the Securities and Exchange Commission on September 17, 2007

Registration No. 333-                    

 

 

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 Number)

3120 Scott Boulevard, Suite 130
Santa Clara, California 95054

(Address of Principal Executive Offices) (Zip Code)

Amended and Restated 2001 Incentive Compensation Plan

(Full Title of the Plan)

Francis F. Lee
President and Chief Executive Officer
3120 Scott Boulevard, Suite 130
Santa Clara, California 95054
(408) 454-5100

Copies to:

Robert S. Kant, Esq.
Jean E. Harris, Esq.
Brian H. Blaney, Esq.
Greenberg Traurig, LLP
2375 East Camelback Road, Suite 700
Phoenix, AZ 85016
(602) 445-8000

CALCULATION OF REGISTRATION FEE

							Proposed maximum					Proposed
	Title of securities			Amount to be			offering price					maximum aggregate					Amount of
	to be registered			registered (1)			per share					offering price					registration fee
	Common Stock, par value $.001			1,593,405 shares			$	29.09	(2)			$	46,352,151.45				$	1,423
	Common Stock, par value $.001			2,906,595 shares			$	43.88	(3)			$	127,541,388.60	(3)			$	3,916
				4,500,000 shares								$	173,893,540.05				$	5,339

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Synaptics Incorporated hereby incorporates by reference into this Registration Statement, pursuant to General Instruction E to Form S-8, the contents of the Registration Statements on Form S-8 (Nos. 333-81820 and 333-99529) as filed with the Securities and Exchange Commission on January 31, 2002 and September 13, 2002, respectively, except that “Item 3. Incorporation of Documents by Reference” is amended in its entirety to read as follows:

Item 3. Incorporation of Documents by Reference.

     Synaptics Incorporated (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a)			The Registrant’s latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), that contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed;
(b)			All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant document referred to in (a) above; and
(c)			The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A, (No. 000-49602) as filed with the Commission on January 24, 2002.

     In addition, reports and definitive proxy or information statements filed with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 8. Exhibits.

Number		Exhibit
5		Opinion of Greenberg Traurig, LLP
10.6(a)		Amended and Restated 2001 Incentive Compensation Plan (1)
10.6(b)		Form of grant agreements for Amended and Restated 2001 Incentive Compensation Plan (1)
10.6(c)		Form of deferred stock award agreement for Amended and Restated 2001 Incentive Compensation Plan (2)
23.1		Consent of KPMG LLP, independent registered public accounting firm
23.2		Consent of Greenberg Traurig, LLP (included in Exhibit 5)
24		Power of Attorney (included in the Signatures section of this Registration Statement)

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Santa Clara, State of California, on September 17, 2007.

		SYNAPTICS INCORPORATED
		By:		/s/ Francis F. Lee   Francis F. Lee Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Francis F. Lee and Russell J. Knittel and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Position		Date
/s/ Francis F. Lee   Francis F. Lee		President, Chief Executive Officer, and Director (Principal Executive Officer)		September 17, 2007
/s/ Russell J. Knittel   Russell J. Knittel		Executive Vice President, Chief Financial Officer, Chief Administrative Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)		September 17, 2007
Federico Faggin		Chairman of the Board
/s/ Jeffrey D. Buchanan   Jeffrey D. Buchanan		Director		September 17, 2007
/s/ Nelson C. Chan   Nelson C. Chan		Director		September 17, 2007
/s/ Keith B. Geeslin   Keith B. Geeslin		Director		September 17, 2007
/s/ Richard L. Sanquini   Richard L. Sanquini		Director		September 17, 2007
/s/ W. Ronald Van Dell   W. Ronald Van Dell		Director		September 17, 2007

EXHIBIT INDEX

Number		Exhibit
5		Opinion of Greenberg Traurig, LLP
10.6(a)		Amended and Restated 2001 Incentive Compensation Plan (1)
10.6(b)		Form of grant agreements for Amended and Restated 2001 Incentive Compensation Plan (1)
10.6(c)		Form of deferred stock award agreement for Amended and Restated 2001 Incentive Compensation Plan (2)
23.1		Consent of KPMG LLP, independent registered public accounting firm
23.2		Consent of Greenberg Traurig, LLP (included in Exhibit 5)
24		Power of Attorney (included in the Signatures section of this Registration Statement)