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): August 20, 2013
 
NETLIST, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware	 	001-33170	 	95-4812784	
(State or Other Jurisdiction of	 	(Commission	 	(IRS Employer	
Incorporation)	 	File Number)	 	Identification Number)	
 
51 Discovery, Suite 150
Irvine, California 92618 
(Address of Principal Executive Offices)
 
(949) 435-0025
(Registrant’s telephone number, including area code)
 
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 5.02 -  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers.
 
 (d)           On August 20, 2013, our board of directors (the “Board”), appointed Blake  A. Welcher to our Board effective immediately.  Mr. Welcher will serve as an independent director. The Board has determined that Mr. Welcher qualifies as independent under the independence standards set forth in Nasdaq Marketplace Rule 5605(a)(2).   With the addition of Mr. Welcher, the size of the Board increases to six members.
 
Mr. Welcher brings more than 19 years of industry experience to Netlist’s Board of Directors. He has an extensive background in worldwide licensing operations, corporate governance, risk management, intellectual property and legal affairs. He has served as Executive Vice President, General Counsel and Corporate Secretary of DTS, Inc., a leader in high-definition audio technologies and audio enhancement solutions  that is listed on Nasdaq, since November 2003, and as a member of the Company’s executive team since March 2000.
 
Mr. Welcher’s compensation for his services as a director will be consistent with that of our other non-employee directors, including the execution and delivery of an indemnification agreement with Mr. Welcher in the form previously approved by the Board, all as described in our proxy statement on Form 14A filed on April 29, 2013.  There are no arrangements or understandings between Mr. Welcher and any other persons pursuant to which Mr. Welcher was selected as a director.   Mr. Welcher is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
 
On August 20, 2013, we issued a press release announcing the appointment of Mr. Welcher to the Board. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
 
Item 9.01-  FINANCIAL STATEMENTS AND EXHIBITS
 
(d)           Exhibits . The following exhibit is furnished herewith:

Exhibit	 	 	
Number	 	Description of Exhibit	
 	 	 	
99.1	 	Press Release, dated  August 20, 2013	
 
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SIGNATURE
 
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.

 	 	NETLIST, INC.	

Date: August 20, 2013	 	By:	/s/ Gail M. Sasaki	
 	 	 	Gail M. Sasaki	
 	 	 	Vice President, Chief Financial Officer and Secretary	
 
3 

Exhibit 99.1

 
NETLIST APPOINTS BLAKE A. WELCHER
 
TO BOARD OF DIRECTORS
 
IRVINE, CA — August 20, 2013 - Netlist, Inc. (NASDAQ: NLST), a leading provider of high performance memory solutions for the cloud computing and storage markets, today announced that Blake A. Welcher has been appointed to the Company’s Board of Directors.
 
Welcher brings more than 19 years of industry experience to Netlist’s Board of Directors. He has an extensive background in worldwide licensing operations, corporate governance, risk management, intellectual property and legal affairs. He has served as Executive Vice President, General Counsel and Corporate Secretary of DTS, Inc., a NASDAQ public company, since November 2003, and as a member of the Company’s executive team since March 2000. As General Counsel, Intellectual Property, at DTS, he manages the licensing operations and was instrumental in building key assets that have led to DTS’ success.  He leads the Company’s legal licensing functions, collaborates with key partners and works to establish DTS, Inc. as a global name in consumer electronics.
 
“We are delighted to have Blake join our Board of Directors,” said C.K. Hong, Chairman and Chief Executive Officer of Netlist. “He brings extensive experience in intellectual property and licensing which will benefit Netlist as we continue to execute on our IP monetization strategy.”
 
Welcher holds a bachelor’s degree in Aeronautical Engineering from California Polytechnic State University at San Luis Obispo, a Juris Doctorate and Masters of Intellectual Property degree from Franklin Pierce Law Center and is a US licensed Patent Attorney.
 
About Netlist:
 
Netlist, Inc. designs and manufactures high-performance, logic-based memory subsystems for server and storage applications for cloud computing. Netlist’s flagship products include HyperCloud®, a patented memory technology that breaks traditional performance barriers, NVvault™ and EXPRESSvault™ family of products that significantly accelerate system performance and provide mission critical fault tolerance, and a broad portfolio of industrial Flash and specialty memory subsystems including VLP (very low profile) DIMMs and Planar-X RDIMMs.
 
Netlist develops technology solutions for customer applications in which high-speed, high-capacity, small form factor and efficient heat dissipation are key requirements for system memory. These customers include OEMs that design and build tower, rack-mounted, and blade servers, high-performance computing clusters, engineering workstations and telecommunications equipment. Founded in 2000, Netlist is headquartered in Irvine, CA with manufacturing facilities in Suzhou, People’s Republic of China. Learn more at www.netlist.com.
 
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For more information, please contact:
 
Brainerd Communicators, Inc.
Aakash Mehta/Mike Smargiassi
NLST@braincomm.com
(212) 986-6667