As filed with the Securities and Exchange Commission on April 21, 2011
Registration No. 333-165443
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)
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Delaware |
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95-4812784 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
51 Discovery, Suite 150
Irvine, CA 92618
(Address of Principal Executive Offices) (Zip Code)
2010 Employment Inducement Award
(Full title of the plan)
Chun K. Hong
President, Chief Executive Officer and Chairman of the Board
51 Discovery, Suite 150, 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.
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Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company x |
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(Do not check if a smaller reporting
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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 $0.001 per share (“Common Stock”), originally registered by the Registrant pursuant to its Registration Statement on Form S-8 (No. 333-165443) filed with the Securities and Exchange Commission on March 12, 2010 (the “Registration Statement”). The Registration Statement registered 100,000 shares of Common Stock to be issued pursuant to a Stock Option Agreement dated March 1, 2010 between the Registrant and Ron Nikel (the “Agreement”).
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 100,000 shares of Common Stock registered and unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 21 st day of April, 2011.
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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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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.
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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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April 21, 2011 |
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Chun K. Hong |
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Chairman of the Board (Principal Executive Officer) |
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/s/ Gail Sasaki |
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Vice President and Chief Financial Officer |
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April 21, 2011 |
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Gail Sasaki |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Richard J. Char |
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Director |
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April 21, 2011 |
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Richard J. Char |
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/s/ Nam Ki Hong |
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Director |
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April 21, 2011 |
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Nam Ki Hong |
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/s/ Thomas F. Lagatta |
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Director |
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April 21, 2011 |
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Thomas F. Lagatta |
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/s/ Alan H. Portnoy |
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Director |
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April 21, 2011 |
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Alan H. Portnoy |
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INDEX TO EXHIBITS
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*23.1 |
Consent of KMJ Corbin & Company LLP. |
* Filed herewith
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. 333-165443 on Form S-8 of our report dated March 3, 2011, relating to the consolidated financial statements of Netlist, Inc. and subsidiaries as of January 1, 2011 and January 2, 2010 and for each of the years then ended, which report is included in Netlist, Inc.’s Annual Report on Form 10-K for the year ended January 1, 2011.
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/s/ KMJ Corbin & Company LLP |
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KMJ Corbin & Company LLP |
Costa Mesa, California
April 21, 2011