As filed with the Securities And Exchange Commission on September 10, 2009
Registration No. 333-146192
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NETLIST, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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95-4812784 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
51 Discovery, Suite 150
Irvine, CA 92618
(Address of Principal Executive Offices) (Zip Code)
2007 Employment Inducement Award
(Full title of the plans)
Chun K. Hong
President, Chief Executive Officer and Chairman of the Board
51 Discovery, Irvine, CA 92618
(Name and address of agent for service)
(949) 435-0025
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated
filer
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Smaller reporting company x |
EXPLANATORY NOTE/DEREGISTRATION OF UNSOLD SECURITIES
Netlist, Inc. (the Registrant) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister the shares of its common stock, par value $.001 per share (Common Stock), originally registered by the Registrant pursuant to its Registration Statement on Form S-8 (No. 333-146192) filed with the Securities and Exchange Commission on September 20, 2007 (the Registration Statement). The Registration Statement registered 200,000 shares of Common Stock to be issued pursuant to a Stock Option Agreement dated September 17, 2007 between the Registrant and Nita J. Moritz (the Agreement).
Pursuant to its terms, the shares of Common Stock included in the Registration Statement are no longer issuable pursuant to the Agreement. Therefore, in accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, the securities registered under the Registration Statement that have not been sold, the Registrant hereby amends the Registration Statement to deregister the 200,000 shares of Common Stock registered and unsold under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on this 8 th day of September, 2009.
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NETLIST, INC. |
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By: |
/s/ Chun K. Hong |
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Chun K. Hong |
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President, Chief Executive Officer |
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and Chairman of the Board |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title(s) |
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Date |
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/s/ Chun K. Hong |
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President, Chief Executive Officer and |
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September 8, 2009 |
Chun K. Hong |
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Chairman of the Board (Principal Executive Officer) |
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/s/ Gail Itow |
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Vice President and Chief Financial Officer |
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September 8, 2009 |
Gail Itow |
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(Principal Financial and Accounting Officer) |
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/s/ Nam Ki Hong |
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Director |
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September 8, 2009 |
Nam Ki Hong |
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/s/ Thomas F. Lagatta |
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Director |
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September 8, 2009 |
Thomas F. Lagatta |
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/s/ Alan H. Portnoy |
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Director |
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September 8, 2009 |
Alan H. Portnoy |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Post-Effective Amendment No. 1 to Registration Statement No. 333-146192 on Form S-8 of our report dated March 30, 2009, relating to the consolidated financial statements of Netlist, Inc. and subsidiaries as of January 3, 2009 and December 29, 2007 and for each of the years then ended (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement 109 ), which report is included in Netlist, Inc.s Annual Report on Form 10-K for the year ended January 3, 2009.
KMJ Corbin & Company LLP
Costa
Mesa, California
September 10, 2009