As filed with the Securities and Exchange Commission on November 5, 2010

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 Number)

3120 Scott Blvd.
Santa Clara, California 95054

Amended and Restated 2001 Incentive Compensation Plan
(Full Title of the Plan)

Russell J. Knittel
Interim President and Chief Executive Officer
3120 Scott Blvd.
Santa Clara, California 95054
(408) 454-5100

Copies to:

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

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

1,500,000 shares (2)

$28.59 (3)

$42,885,000.00(3)

$3,057.70

 

 

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, 333-99529, and 333-146145) as filed with the Securities and Exchange Commission on January 31, 2002, September 13, 2002, and September 18, 2007, 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 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 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, including any amendment or report filed for the purpose of updating such description.

In addition, all documents 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.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit
Number				Exhibit
	5			Opinion of Greenberg Traurig, LLP
	10.6	(b)		Form of grant agreement 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)
	10.6	(d)		Amended and Restated 2001 Incentive Compensation Plan (as amended through January 23, 2007) (3)
	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 November 5, 2010.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Russell J. Knittel and Kathleen A. Bayless and each of them, as his or her true and lawful attorney-in-fact and agents, 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 (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 or she 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 or her 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 dates indicated:

Signature		Position		Date
/s/ Russell J. Knittel   Russell J. Knittel		Interim President, Chief Executive Officer, and Director (Principal Executive Officer)		November 5, 2010
/s/ Kathleen A. Bayless   Kathleen A. Bayless		Senior Vice President, Chief Financial Officer, Secretary, and Treasurer (Principal Financial and Accounting Officer)		November 5, 2010
/s/ Francis F. Lee		Chairman of the Board		November 5, 2010
Francis F. Lee
/s/ Jeffrey D. Buchanan   Jeffrey D. Buchanan		Director		November 5, 2010
/s/ Nelson C. Chan   Nelson C. Chan		Director		November 5, 2010
/s/ Keith B. Geeslin   Keith B. Geeslin		Director		November 5, 2010
Richard L. Sanquini		Director
James L. Whims		Director

EXHIBIT INDEX

Exhibit
Number				Exhibit
	5			Opinion of Greenberg Traurig, LLP
	10.6	(b)		Form of grant agreement 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)
	10.6	(d)		Amended and Restated 2001 Incentive Compensation Plan (as amended through January 23, 2007) (3)
	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)