UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): July 28, 2023 |
SYNAPTICS INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 000-49602 | 77-0118518 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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1109 McKay Drive | |
San Jose, California | | 95131 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 408 904-1100 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock, par value $.001 per share | | SYNA | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On July 28, 2023, Synaptics Incorporated (the “Company”) and Wells Fargo Bank, National Association, as the administrative agent (the “Administrative Agent”), and the revolving credit lenders party thereto entered into a Third Amendment (the “Third Amendment”) to the Company’s Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), dated as of March 11, 2021, among the Company, as borrower, the lenders party thereto, and the Administrative Agent.
Pursuant to the terms of the Third Amendment, the parties agreed that the consolidated interest coverage ratio financial covenant will only apply to the Company if, as of the last day of any fiscal quarter, the Company’s aggregate cash and cash equivalents are less than $450 million.
The foregoing description of the Third Amendment and the Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Third Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On August 3, 2023, the Company issued a press release announcing the Company’s financial results for the fiscal fourth quarter and full fiscal year ended June 24, 2023, and posted supplemental earnings materials to the investor section of the Company’s website at www.synaptics.com. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information (including Exhibit 99.1) is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration document or other document filed by the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2023, Craig Stein voluntarily resigned from his position as Senior Vice President and General Manager, Mobile and IoT Division, of the Company effective as of September 23, 2023.
Item 9.01 Financial Statements and Exhibits.
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(a) | Financial Statements of Business Acquired. Not applicable. |
(b) | Pro Forma Financial Information. Not applicable. |
(c) | Shell Company Transactions. Not applicable. |
(d) | Exhibits. |
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Exhibit Number | Exhibit |
10.1 | Third Amendment, dated as of July 28, 2023, by and among Synaptics Incorporated, Wells Fargo Bank, National Association, as Administrative Agent, and the revolving credit lenders party thereto |
99.1 | Press release from Synaptics Incorporated, dated August 3, 2023, titled “Synaptics Reports Fourth Quarter Fiscal 2023 Results” |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | SYNAPTICS INCORPORATED |
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Date: | August 3, 2023 | By: | /s/ Dean Butler |
| | | Dean Butler
Senior Vice President and Chief Financial Officer |
