0001104659-11-021627 S-8 POS 2 20110421 20110421 20110421 NETLIST INC 0001282631 3674 954812784 DE 1231 S-8 POS 33 333-163991 11773075 51 DISCOVERY, STE 150 IRVINE CA 92618 949-435-0025 51 DISCOVERY, STE 150 IRVINE CA 92618 S-8 POS 1 a11-10228_3s8pos.htm S-8 POS

As filed with the Securities and Exchange Commission on April 21, 2011

 

Registration No. 333-163991

 

 

 

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

 

95-4812784

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

51 Discovery, Suite 150

Irvine, CA 92618

(Address of Principal Executive Offices) (Zip Code)

 

2009 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.

 

Large accelerated filer o

 

Accelerated filer o

 

Non-accelerated filer o

 

Smaller reporting company x

 

 

 

 

(Do not check if a smaller reporting
company)

 

 

 

 

 



 

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. 333-163991) filed with the Securities and Exchange Commission on December 23, 2009 (the “Registration Statement”).  The Registration Statement registered 50,000 shares of Common Stock to be issued pursuant to a Stock Option Agreement dated December 16, 2009 between the Registrant and John Smolka (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 50,000 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 21st day of April, 2011.

 

 

 

NETLIST, INC.

 

 

 

 

 

 

 

 

 

By:

/s/ Chun K. Hong

 

 

 

Chun K. Hong

 

 

 

President, Chief Executive Officer
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

 

Title(s)

 

Date

 

 

 

 

 

/s/ Chun K. Hong

 

President, Chief Executive Officer and

 

April 21, 2011

Chun K. Hong

 

Chairman of the Board (Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Gail Sasaki

 

Vice President and Chief Financial Officer

 

April 21, 2011

Gail Sasaki

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

 

/s/ Richard J. Char

 

Director

 

April 21, 2011

Richard J. Char

 

 

 

 

 

 

 

 

 

/s/ Nam Ki Hong

 

Director

 

April 21, 2011

Nam Ki Hong

 

 

 

 

 

 

 

 

 

/s/ Thomas F. Lagatta

 

Director

 

April 21, 2011

Thomas F. Lagatta

 

 

 

 

 

 

 

 

 

/s/ Alan H. Portnoy

 

Director

 

April 21, 2011

Alan H. Portnoy

 

 

 

 

 

INDEX TO EXHIBITS

 

*23.1

Consent of KMJ Corbin & Company LLP.

 


* Filed herewith

 

2


EX-23.1 2 a11-10228_3ex23d1.htm EX-23.1

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. 333-163991 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.

 

 

 

/s/ KMJ Corbin & Company LLP

 

KMJ Corbin & Company LLP

 

Costa Mesa, California

April 21, 2011