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
MARCH 2, 2009
Date of Report (Date of earliest event reported)
SYNAPTICS INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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DELAWARE
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000-49602
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77-0118518 |
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(State or Other
Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
3120 SCOTT BLVD.
SANTA CLARA, CALIFORNIA
95054
(Address of Principal Executive Offices) (Zip Code)
(408) 454-5100
(Registrants telephone number, including area code)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02(b)(c). Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Russell J. Knittel, our long-term Chief Financial Officer, will be retiring within the next 12
months. Kathleen Bayless has been appointed Senior Vice President and will succeed Mr. Knittel as
our Chief Financial Officer following the completion of our fiscal 2009 reporting cycle. Ms.
Bayless spent 13 years with Komag, Inc., San Jose, California, a leading supplier of thin-film
disks, most recently as Executive Vice President, Secretary, and Chief Financial Officer.
Mr. Knittel will remain as Executive Vice President until his retirement and will be
coordinating the transition process with Ms. Bayless starting immediately. Upon retiring from
management, Mr. Knittel will be joining our Board of Directors.
Francis Lee, Chairman and Chief Executive Officer, stated: As everyone associated with
Synaptics will attest, Russ has been extremely instrumental to the success of our company. It has
been my personal pleasure to work with him for more than eight years. We are fortunate that Russ
will be working with our executive team to transition his numerous responsibilities. Following an
extensive search process, we are pleased to have Kathy join our executive team. We believe Kathy
brings the right mix of talent and experience to Synaptics and will be a key partner in continuing
the success our company has enjoyed.
Ms. Bayless
will receive a base salary of $300,000 per year and stock options
entitling her to
purchase 225,000 shares of our common stock at $19.40 per share vesting 25% one year after the
commencement of employment and 1/48 of each month thereafter. In addition, Ms. Bayless will
participate in all plans and programs applicable to executive officers, including our annual
incentive compensation program.
On March 2, 2009, we issued a press release announcing Mr. Knittels retirement and Ms.
Baylesss appointment. A copy of that press release is attached hereto as Exhibit 99.1 and is
hereby incorporated by reference in this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
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(a) |
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Financial Statements of Business Acquired. |
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Not applicable. |
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(b) |
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Pro Forma Financial Information. |
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Not applicable. |
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(c) |
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Shell Company Transactions. |
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Not applicable. |
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(d) |
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Exhibits. |
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Exhibit |
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99.1 |
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Press Release from Synaptics Incorporated, dated March 2,
2009, entitled Synaptics Announces CFO Succession Plan |