NETLIST INC (Form: 8-K, Received: 06/04/2009 11:08:37)

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

Date of Report (Date of earliest event reported): May 29, 2009

Netlist, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33170	95-4812784
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

51 Discovery, Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 435-0025

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of delisting or failure to satisfy a continued listing rule or standard; transfer of listing

On June 3, 2009, Netlist, Inc. (the “Company”) issued a press release announcing the Company had received a letter from NASDAQ dated May 29, 2009. The letter informed the Company that the May 27, 2009 departure of Preston Romm from the Company’s Board of Directors means that the Company no longer complies with NASDAQ’s independent director and audit committee requirements as set forth in Listing Rule 5605. The letter also stated that the Company has until May 27, 2010 at the latest (depending on the date of the Company’s next annual meeting) in which to regain compliance.

The press release noted that the Company’s Nominating and Corporate Governance Committee has an active search ongoing to locate a suitable replacement for Mr. Romm.

The May 29, 2009 letter from NASDAQ is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety.

The press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein in its entirety.

The information included in this Item 3.01 of Current Report on Form 8-K, including the attached Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits

Exhibit
Number		Description

99.1		Letter from NASDAQ, dated May 29, 2009
99.2		Press Release, dated June 3, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 4, 2009	NETLIST, INC.


	/s/ Gail Itow
	Gail Itow
	Vice President and Secretary

Exhibit 99.1

THE NASDAQ STOCK MARKET

9600 BLACKWELL ROAD

ROCKVILLE, MD 20850

Stanley Higgins

Director

Listing Qualifications

The Nasdaq Stock Market LLC

+1 301 978 8041

By Electronic Delivery to: gitow@netlist.com

May 29, 2009

Ms. Gail Itow

Vice President, Chief Financial Officer and Secretary

Netlist, Inc.

51 Discovery

Irvine, CA 92618

Re: Netlist, Inc. (the “Company”)
Nasdaq Symbol: NLST

Dear Ms. Itow:

According to the Definitive Proxy Statement filed on April 27, 2009, Preston Romm announced that he will not stand for reelection as a director of the Company and will cease to serve as a director effective May 27, 2009. As a result, the Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605.

However, consistent with Listing Rules 5605(b)(1) and 5605(c)(4)(A), Nasdaq will provide the Company a cure period in order to regain compliance as follows:

· until the earlier of the Company’s next annual shareholders’ meeting or May 27, 2010; or

· if the next annual shareholders’ meeting is held before November 23, 2009, then the Company must evidence compliance no later than November 23,2009.

The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than this date. In the event the Company does not regain compliance by this date, Nasdaq rules require Staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Listing Qualifications Panel.

Listing Rule 5810(b) requires that the Company, as promptly as possible but no later than four business days from the receipt of this letter, make a public announcement through the news media which

discloses receipt of this letter and the Nasdaq rules upon which it is based.(1) The Company must provide a copy of this announcement to Nasdaq’s MarketWatch Department, the Listing Qualifications Department, and the Listing Qualifications Hearings Department (the “Hearings Department”) at least 10 minutes prior to its public dissemination.(2) For your convenience, we have enclosed a list of news services.(3)

In the event the Company does not make the required public announcement, trading in your securities will be halted.

In addition, an indicator will be broadcast over Nasdaq’s market data dissemination network noting the Company’s non-compliance. The indicator will be displayed with quotation information related to the Company’s securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the reason(s) for such non-compliance is posted on our website at www.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.

If you have any questions, please contact Una Hahn, Listing Analyst, at +1 301 978 8033.

Sincerely,

(1) We also note that Item 3.01 of Form 8-K requires disclosure of the receipt of this notification within four business days. See, SEC Release No. 34-49424.

(2) The notice should be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service available at www.NASDAQ.net. The facsimile numbers for Nasdaq’s Listing Qualifications and Hearings Departments are +1 301 978 4028 and +1 301 978 8080, respectively.

(3) The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story. Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Listing Rule(s) .

NASDAQ REFERENCE LINKS

Topic	Description	Link

NASDAQ Listing
Rules	All initial and continued listing rules	NASDAQ Listing Rules

Corporate	Independent directors, committee requirements
Governance	and shareholder approval	www.nasdaq.com/about/FAQsCorpGov.stm

Fees	Fee schedule	www.nasdaq.com/about/FAQsFees.stm

Frequently Asked
Questions
(FAQ’s)	Topics related to initial and continued listing	www.nasdaq.com/about/LegalComplianceFAQs.stm

Hearing Requests
& Process	Discussion of the Nasdaq Hearings process	www.nasdaq.com/about/FAQsHearings.stm

Listing of
Additional Shares	Explanation of Nasdaq’s Listing of Additional
(LAS)	Shares process	www.nasdaq.com/about/FAQsLAS.stm

Transfer to the
Nasdaq Capital	Procedures and application to transfer securities
Market	to the Nasdaq Capital Market	www.nasdaq.com/about/FAQsPhaseDown.stm

DIRECTORY OF NEWS SERVICES*

The use of any of these services will satisfy NASDAQ’s listing rules that require the disclosure of specific information in a press release or public announcement. The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story.

News Service	Internet Address	Telephone Number
		Toll free: 800 444 2090
Bloomberg Business News	www.bloomberg.com	Phone: 609 750 4500

		Toll free: 800 227 0845
Business Wire	www.businesswire.com	Phone: 415 986 4422

Dow Jones News Wire	www.djnewswires.com	Phone: 201 938 5400

GlobeNewswire		Toll free: 800 307 6627
(A NASDAQ OMX Co.)	www.globenewswire.com	Phone: 310 642 6930

		Toll free: 800 774 9473
MarketWire	www.marketwire.com	Phone: 310 765 3200

		Toll free: 800 832 5522
PR Newswire	www.prnewswire.com	Phone: 201 360 6700

Reuters	www.thomsonreuters.com	Phone: 646 223 6000

* Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Listing Rule(s) .

Exhibit 99.2

NEWS RELEASE for June 3, 2009 at 6:00 AM EDT

Contact:	Allen & Caron Inc	Gail Itow
	Jill Bertotti (investors)	Chief Financial Officer
	jill@allencaron.com	Netlist, Inc.
	Len Hall (media)	(949) 435-0025
	len@allencaron.com
	(949) 474-4300

NETLIST RECEIVES NASDAQ DEFICIENCY LETTER

REGARDING INDEPENDENT DIRECTOR REQUIREMENTS

IRVINE, CA (June 3, 2009) . . . Netlist, Inc. (NASDAQ: NLST) today announced that on May 29, 2009, the Company received a letter from The NASDAQ Stock Market notifying the Company that, based on the departure of Preston Romm from the Company’s Board of Directors effective May 27, 2009, NASDAQ has determined that the Company no longer complies with NASDAQ’s independent director and audit committee requirements as set forth in Listing Rule 5605.

However, consistent with Listing Rules, the Company has until May 27, 2010 at the latest (depending on the date of the Company’s next annual meeting) in which to regain compliance.

The Company’s Nominating and Corporate Governance Committee has an active search ongoing to locate a suitable replacement for Mr. Romm and intends to submit to NASDAQ documentation, including biographies of any new directors, evidencing compliance with the rules no later than this date.

About Netlist, Inc.

Netlist designs and manufactures high-performance chip-based and non-chip based memory subsystems for the server and high- performance computing and communications markets. The Company’s memory subsystems are developed for applications in which high-speed, high-capacity memory, functionality, small form factor, and heat dissipation are key requirements. These applications include tower-servers, rack-mounted servers, blade servers, high-performance computing clusters, engineering workstations, and telecommunication equipment. Netlist maintains its headquarters in Irvine, California with manufacturing facilities in Suzhou, China.

Safe Harbor Statement

This news release contains forward-looking statements regarding future events and the future performance of Netlist, including future opportunities and growth for the company’s business. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expected or projected. These risks and uncertainties include, but are not limited to, the rapidly-changing nature of technology; volatility in the pricing of DRAM ICs and NAND; changes in and uncertainty of customer demand, including delays in product qualifications; delays in our and our customers’ product releases and development; introductions of new products by competitors; changes in end-user demand for technology solutions; the Company’s ability to attract and retain skilled personnel; the Company’s reliance on suppliers of critical components; fluctuations in the market price of evolving industry standards; and the political and regulatory environment in the People’s Republic of China. Other risks and uncertainties are described in the Company’s annual report on Form 10-K, dated March 30, 2009, and subsequent filings with the U.S. Securities and Exchange Commission made by the Company from time to time. Netlist undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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