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)

 

 

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.

 

 

 

 

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