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)

 

 

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

Accelerated filer  o

Non-accelerated filer  o (Do not check if a smaller reporting company)

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 8th day of September, 2009.

 

	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.

 

 

 

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