Synaptics (SYNA) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on November 1, 2018

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-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.)

1251 McKay Drive

San Jose, California 95131

(Address of Principal Executive Offices) (Zip Code)

AMENDED AND RESTATED 2010 INCENTIVE COMPENSATION PLAN

AMENDED AND RESTATED 2010 EMPLOYEE STOCK PURCHASE 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:

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 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act. (Check one):

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.    ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(4)	Proposed Maximum Aggregate Offering Price(4)	Amount of Registration Fee(4)
Common Stock, par value $0.001 per share	1,400,000(2)	$36.16	$50,624,000.00	$6,135.63
Common Stock, par value $0.001 per share	206,798(3)	$36.16	$7,477,815.68	$906.32

(1) 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 Registrant’s Amended and Restated 2010 Incentive Compensation Plan (as amended, the “2010 Plan”) and the Amended and Restated 2010 Employee Stock Purchase Plan (as amended, the “2010 ESPP”) 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.

(2) Represents additional shares of Common Stock issuable under the 2010 Plan.

(3) Represents additional shares of Common Stock issuable under the 2010 ESPP.

(4) 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 $36.16, which is the average of the high and low prices for the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on October 29, 2018.

EXPLANATORY NOTE

Synaptics Incorporated, a Delaware corporation (the “Registrant”) is filing this Registration Statement to register an additional 1,400,000 shares of its common stock, par value $0.001 per share (“Common Stock”), for issuance under the Registrant’s Amended and Restated 2010 Incentive Compensation Plan (as amended, the “2010 Plan”) and an additional 206,798 shares of Common Stock for issuance under the Registrant’s Amended and Restated 2010 Employee Stock Purchase Plan (as amended, the “2010 ESPP”). The 2010 Plan was amended by the Registrant’s Compensation Committee of the Registrant’s Board of Directors on July 31, 2018 and by the Registrant’s Board of Directors on October 15, 2018, to increase the number of shares of Common Stock authorized for issuance thereunder by 1,400,000 shares and the 2010 ESPP was amended by the Registrant’s Board of Directors on September 12, 2018 to increase the number of shares of Common Stock authorized for issuance thereunder by 100,000 shares. The amendments to the 2010 Plan and to the 2010 ESPP were approved by the Registrant’s stockholders on October 30, 2018. The additional 106,798 shares of Common Stock registered hereby represent a portion of the increase in shares authorized for issuance under the 2010 ESPP (pursuant to the terms of its evergreen provision) that were not previously registered under the Registration Statements on FormS-8 referenced below.

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 FormS-8 relating to the same benefit plans are effective pursuant to the terms of and amendments to the 2010 Plan and the 2010 ESPP 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 FormS-8 filed with the Securities and Exchange Commission (“SEC”) on November 5, 2010 (FileNo. 333-170401); a Registration Statement on FormS-8 filed with the SEC on January 21, 2014 (FileNo. 333-193470); a Registration Statement on FormS-8 filed with the SEC on December 7, 2016 (FileNo. 333-214950); and a Registration Statement on FormS-8 filed with the SEC on November 15, 2017 (FileNo. 333-221585). The Registrant previously registered shares of its Common Stock for issuance under the 2010 ESPP under the following registration statements: a Registration Statement on FormS-8 filed with the Securities and Exchange Commission (“SEC”) on November 5, 2010 (FileNo. 333-170401) and a Registration Statement on FormS-8 filed with the SEC on January 21, 2014 (FileNo. 333-193470).    Pursuant to General Instruction E to FormS-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 and the 2010 ESPP, 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.

Exhibit No.	Description
5.1	Opinion of Jones Day*
10.3	Amended and Restated 2010 Incentive Compensation Plan, as amended (1)
10.25(a)	Amended and Restated 2010 Employee Stock Purchase Plan, as amended (1)
23.1	Consent of Jones Day (included in Exhibit 5.1 above)
23.2	Consent of KPMG LLP, the Registrant’s independent registered public accounting firm*
24.1	Power of Attorney (included on the signature page)

* Filed herewith.

(1) Incorporated by Reference to the Registrant’s Current Report on Form8-K as filed with the SEC on November 1, 2018.

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 FormS-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 1,2018.

SYNAPTICS INCORPORATED
By:	/s/ Richard A. Bergman
	Richard A. Bergman
	President and Chief Executive Officer

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 lawfulattorney-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 onForm 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 saidattorney-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 saidattorney-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 FormS-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/ Richard A. Bergman	President, Chief Executive Officer and Director (Principal Executive Officer)	November 1, 2018
Richard A. Bergman
/s/ Wajid Ali	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	November 1, 2018
Wajid Ali
/s/ Francis F. Lee	Chairman of the Board	November 1, 2018
Francis F. Lee
/s/ Jeffrey D. Buchanan	Director	November 1, 2018
Jeffrey D. Buchanan
/s/ Nelson C. Chan	Director	November 1, 2018
Nelson C. Chan
/s/ Keith B. Geeslin	Director	November 1, 2018
Keith B. Geeslin
/s/ Russell J. Knittel	Director	November 1, 2018
Russell J. Knittel
/s/ Richard L. Sanquini	Director	November 1, 2018
Richard L. Sanquini
/s/ James L. Whims	Director	November 1, 2018
James L. Whims