Post-effective Amendment to an S-8 Filing (s-8 Pos)
10 März 2020 - 4:36PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on March 10, 2020
Registration No. 333-224287
Registration No. 333-228349
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
File No. 333-224287
POST-EFFECTIVE AMENDMENT NO. 1
File No. 333-228349
TO FORM S-8
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
NETLIST, INC.
(Exact name of registrant as specified in
its charter)
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.)
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175 Technology Drive, Suite 150
Irvine, CA 92618
(Address of Principal Executive Offices)
(Zip Code)
Amended and Restated 2006 Equity Incentive
Plan of Netlist, Inc.
Employment Inducement Stock Option Agreement
(Full title of the plan)
Chun K. Hong
President, Chief Executive Officer and
Chairman of the Board
175 Technology Drive, 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, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company x
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Emerging growth company ¨
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ¨
DEREGISTRATION OF UNSOLD SECURITIES
Netlist, Inc. (the “Company”
or “Registrant”) is filing these post-effective amendments (the “Post-Effective Amendments”) to the following
Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”),
which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister certain shares
of the Company’s common stock, par value $0.001 per share (“Common Stock”), registered but unsold or otherwise
unissued under the below Registration Statements as follows:
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Registration Statement on Form S-8 (No. 333-224287) filed with the SEC on April 13, 2018, pertaining to the registration of
(i) 1,200,000 shares of Common Stock available for issuance under the Amended and Restated 2006 Equity Incentive Plan of the Company
and (ii) 300,000 shares of Common Stock that may be issued upon exercise of an employment inducement stock option award (the “Advani
Inducement Award”) granted to Rahul Advani pursuant to a Stock Option Agreement dated March 28, 2018 between the Company
and Mr. Advani (the “Advani Agreement”).
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With respect to the Common Stock subject to the Advani
Inducement Award, 187,500 shares of Common Stock included in this Registration Statement are no longer issuable pursuant to the
Advani Agreement.
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Registration Statement on Form S-8 (No. 333-228349) filed with the SEC on November 13, 2018, pertaining to the registration
of an aggregate of 800,000 shares of Common Stock issuable upon exercise of employment inducement stock option awards, consisting
of (i) 400,000 shares of Common Stock issuable upon exercise of an employment inducement stock option award granted to Alexander
Tinsley pursuant to a Stock Option Agreement dated August 15, 2018 between the Company and Mr. Tinsley and (ii) 400,000 shares
of Common Stock issuable upon exercise of an employment inducement stock option award (the “Hausman Inducement Award”)
granted to Charles Hausman pursuant to a Stock Option Agreement dated October 12, 2018 between the Company and Mr. Hausman (the
“Hausman Agreement”).
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With respect to the Common Stock subject to the Hausman
Inducement Award, 400,000 shares of Common Stock included in this Registration Statement are no longer issuable pursuant to the
Hausman Agreement.
Therefore, in accordance with an undertaking
made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, the securities
registered under the Registration Statements that have not been sold, the Company hereby amends the Registration Statements to
deregister (i) 187,500 shares of Common Stock registered and unsold under the Registration Statement on Form S-8 (No. 333-224287)
and (ii) 400,000 shares of Common Stock registered and unsold under the Registration Statement on Form S-8 (No. 333-228349).
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended (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 the Post-Effective Amendments to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on March 10, 2020.
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NETLIST, INC.
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By:
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/s/ Chun K. Hong
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Chun K. Hong
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President, Chief Executive Officer and Chairman of the Board
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Pursuant to the requirements of the Securities
Act, the Post-Effective Amendments have been signed by the following persons in the capacities and on the dates indicated.
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 Chairman of the Board
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March 10, 2020
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Chun K. Hong
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(Principal Executive Officer)
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/s/ Gail Sasaki
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Vice President and Chief Financial Officer
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March 10, 2020
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Gail Sasaki
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(Principal Financial and Principal Accounting Officer)
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/s/ Jun S. Cho
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Director
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March 10, 2020
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Jun S. Cho
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/s/ Kiho Choi
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Director
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March 10, 2020
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Kiho Choi
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/s/ Blake A. Welcher
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Director
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March 10, 2020
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Blake A. Welcher
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