SYNAPTICS INCORPORATED (FRA:SJN) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.

On July25, 2017, Synaptics Incorporated (the “Company”) completed the acquisition of all of the outstanding limited liability company interests of Conexant Systems, LLC (“Conexant”), resulting in Conexant becoming a wholly-owned subsidiary of the Company (the “Conexant Acquisition”). The Company completed the Conexant Acquisition to the previously disclosed Securities Purchase Agreement, dated as of June11, 2017, by and among the Company, Lakestar Semi, Inc., CNXT Holdings, Inc. and Conexant.

The purchase price for the Conexant Acquisition consisted of (i) $300million in cash (on a cash-free, debt-free basis), subject to post-closing adjustments for working capital and (ii) 726,666 shares of the Company’s common stock (the “Stock Consideration”). The Stock Consideration was issued at closing in an exempt private placement to Section4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company has agreed to file a shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) providing for the registered resale of the Stock Consideration.

The Company financed the cash portion of the purchase price for the Conexant Acquisition, in part, through the proceeds of its previously announced offering of its 0.50% Convertible Senior Notes due 2022. The Company financed the remainder of the purchase price for the Conexant Acquisition with available cash.

On July26, 2017, the Company issued a press release announcing the closing of the Conexant Acquisition. A copy of the press release is attached hereto as Exhibit 99.1.

The information set forth in Item 2.01 is hereby incorporated by reference into this Item 2.01.

Item 2.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)On July24, 2017, the Compensation Committee of the Board of Directors of the Company approved revisions to (i)the Form of Non-Qualified Stock Option Agreement under the Synaptics Incorporated 2010 Incentive Compensation Plan (the “2010 Plan”), (ii) the Form of Deferred Stock Unit Award Agreement under the 2010 Plan and (iii)the Form of Deferred Stock Award Agreement for Market Stock Units (“MSUs”) under the 2010 Plan (such documents, the “Revised Grant Documents”), in each case, to reflect recent changes in law and administrative practice and to clarify the treatment of such awards upon a change in control (as defined in the 2010 Plan). The terms of the Revised Grant Documents will apply to all current and future stock options, deferred stock units, and MSUs, including those awarded to the Company’s “named executive officers.” The amounts issuable under outstanding awards granted to named executive officers under the 2010 Plan that are subject to the Revised Grant Documents remain unchanged.

As revised, any option or time-based deferred stock unit that is not assumed or substituted by a successor or acquiring entity will become fully vested, effective as of, and contingent upon, a change in control. In addition, the number of MSUs for any performance tranches that are ongoing as of a change in control (the “CIC MSUs”) will be determined based on actual achievement of the applicable performance criteria as of the day immediately prior to such change in control. A prorated portion of such CIC MSUs (based on the amount of time elapsed in the applicable performance tranche through the change in control) will become vested as of the change in control. The remaining portion of such CIC MSUs (the “Non-Vested CIC MSUs”) will remain outstanding after the change in control and will vest on the applicable vesting date for such performance tranche, subject to the awardholder’s continued service. However, any Non-Vested CIC MSU that is not assumed or substituted by a successor or acquiring entity will become fully vested, effective as of, and contingent upon, a change in control.

On July25, 2017, the Board of Directors of the Company increased its stock repurchase program by $150million for a total available authorization of $226.1million and cumulative aggregate repurchase authorization of $1.3billion, and extended the Company’s stock repurchase program until July 2019. The stock repurchase program authorizes the Company to purchase up to an additional $226.1million of its common stock in the open market or in privately negotiated transactions, depending upon market conditions and other factors, through July 2019. The number of shares purchased and the timing of purchases is based on the level of the Company’s cash balances, general business and market conditions, and other factors, including alternative investment opportunities, and does not obligate the Company to repurchase any specific number of shares and may be suspended or terminated at any time without prior notice.

(a) Financial Statements of Businesses Acquired. The Company intends to file with the SEC the financial statements required by Item 2.01(a) within 71 days of the date on which this Current Report on Form 8-K was required to be filed with the SEC.

(b) Pro Forma Financial Information. The Company intends to file with the SEC the pro forma information required by Item 2.01(b) within 71 days of the date on which this Current Report on Form 8-K was required to be filed with the SEC.

SYNAPTICS Inc Exhibit
EX-99.1 2 d426086dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   Synaptics Closes Acquisition of Conexant Systems Accelerates Consumer IoT Strategy,…
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