Securities Registration: Employee Benefit Plan (s-8)
November 15 2017 - 4:05PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 15, 2017
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)
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Delaware
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77-0118518
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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1251 McKay Drive
San Jose, California 95131
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND
RESTATED 2010 INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Wajid Ali
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:
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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
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Micheal J. Reagan, Esq.
W. Stuart Ogg, Esq.
Jones
Day
1755 Embarcadero Road
Palo Alto, CA 94303
Tel:
(650)
739-3939
Fax: (650)
739-3900
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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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per
Share(3)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount of
Registration Fee(3)
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Common Stock, par value $0.001 per share
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2,000,000(2)
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$
37.93
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$75,860,000.00
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$9,444.57
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(1)
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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 Registrants Amended and Restated 2010 Incentive Compensation Plan (as amended,
the 2010 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.
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(2)
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Represents additional shares of Common Stock issuable under the 2010 Plan.
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(3)
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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 $
37.93, which is the average of the high and low prices for the Registrants Common Stock as reported on the Nasdaq Global Select Market on November
14, 2017.
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EXPLANATORY NOTE
Synaptics Incorporated, a Delaware corporation (the Registrant) is filing this Registration Statement to register an additional
2,000,000 shares of its common stock, par value $0.001 per share (Common Stock), for issuance under the Registrants Amended and Restated 2010 Incentive Compensation Plan (as amended, the 2010 Plan). The 2010 Plan was
amended by the Registrants Board of Directors on July 24, 2017, to increase the number of shares of Common Stock authorized for issuance thereunder by 2,000,000 shares. The amendment to the 2010 Plan was approved by the Registrants
stockholders on October 31, 2017.
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 amendments to the 2010 Plan described above. The Registrant
previously registered shares of its Common Stock for issuance under the 2010 Plan under the following registration statements: a Registration Statement on Form
S-8
filed with the Securities and Exchange
Commission (SEC) on November 5, 2010 (File
No. 333-170401);
a Registration Statement on Form
S-8
filed with the SEC on January 21, 2014 (File
No. 333-193470);
and a Registration Statement on
Form S-8
filed with the SEC on December 7, 2016 (File
No. 333-214950).
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 2010 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
(1)
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Incorporated by Reference to the Registrants Current Report on Form
8-K
as filed with the SEC on November 3, 2017.
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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 15
,
2017.
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SYNAPTICS INCORPORATED
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By:
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/s/ Richard A. Bergman
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Richard A. Bergman
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Bergman and Wajid Ali
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:
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Title
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Date
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/s/ Richard A. Bergman
Richard A. Bergman
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President, Chief Executive Officer and Director (Principal Executive Officer)
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November 15, 2017
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/s/ Wajid Ali
Wajid Ali
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Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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November 15, 2017
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/s/ Francis F. Lee
Francis F. Lee
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Chairman of the Board
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November 15, 2017
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/s/ Jeffrey D. Buchanan
Jeffrey D. Buchanan
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Director
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November 15, 2017
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/s/ Nelson C. Chan
Nelson C. Chan
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Director
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November 15, 2017
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/s/ Keith B. Geeslin
Keith B. Geeslin
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Director
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November 15, 2017
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/s/ Russell J. Knitt
el
Russell J. Knittel
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Director
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November 15, 2017
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/s/ Richard L. Sanquini
Richard L. Sanquini
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Director
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November 15, 2017
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/s/ James L. Whims
James L. Whims
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Director
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November 15, 2017
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