UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 of Incorporation or Organization)
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(I.R.S. Employer Identification No.) |
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3120 Scott Blvd., Suite 130 |
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Santa Clara, California
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95054 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered |
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
o
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
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Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of class)
(Title of class)
TABLE OF CONTENTS
The undersigned registrant, Synaptics Incorporated (the Company), hereby amends and
supplements the Companys Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on August 16, 2002 (the Form 8-A). Capitalized terms used herein and not otherwise
defined have the meanings ascribed to such terms in the Form 8-A.
Item 1. Description of Registrants Securities to be Registered.
The response to Item 1 of the Form 8-A is hereby amended by adding the following after the
last paragraph thereof:
On April 22, 2008, the Company and American Stock Transfer & Trust Company, as rights agent
(the Rights Agent), entered into the Amendment No. 1 to Rights Agreement, dated as of April 22,
2008, between the Company and the Rights Agent (the Amendment). The Amendment amends the Rights
Agreement, dated as of August 15, 2002, between the Company and the Rights Agent (the Rights
Agreement), and became effective April 22, 2008.
The Amendment modifies the definition of Acquiring Person in the Rights Agreement to exempt
a person from being an Acquiring Person under the Rights Agreement if such person becomes the
beneficial owner of 15% or more of the shares of common stock of the Company (Common Stock) then
outstanding by virtue of purchases of Common Stock on a national securities exchange in reliance
upon information set forth in a quarterly or annual report filed by the Company with the Securities
and Exchange Commission. The Amendment does not prevent such person from becoming an Acquiring
Person if such person later acquires additional shares of Common Stock.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Amendment, which is filed herewith as Exhibit
4(c) and is incorporated herein by reference.
Item 2. Exhibits.
The response to Item 2 of the Form 8-A is hereby amended and restated in its entirety as
follows:
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Exhibit |
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No. |
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Description |
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3.1(b)
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Certificate of Designation of Series A Junior Participating Preferred Stock (1) |
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4(b)
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Rights Agreement, dated as of August 15, 2002, between Synaptics
Incorporated and American Stock Transfer & Trust Company, as Rights Agent, together
with the following exhibits thereto: Exhibit A Form of Certificate of Designation
of Series A Junior Participating Preferred Stock of Synaptics Incorporated; Exhibit B Form of Right Certificate; Exhibit C
- Summary of Rights to Purchase Shares of Preferred Stock of Synaptics
Incorporated (1) |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
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SYNAPTICS INCORPORATED
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Date: April 24, 2008 |
By: |
/s/ Russell J. Knittel
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Russell J. Knittel |
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Executive Vice President,
Chief Financial Officer,
Secretary, and Treasurer |
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