SEC Comment Letter for NETLIST INC (NLST) (CIK 0001282631) (NLST) — Nov 6, 2006
NETLIST INC (NLST) (CIK 0001282631)
Date: Nov. 6, 2006 · CIK: 0001282631 · Accession: 0000000000-06-054386
AI Filing Summary & Sentiment
File numbers found in text: 333-136735
Letter
November 3, 2006 Mail Stop 6010 Chun K. Hong Chairman of the Board 475 Goddard Irvine, CA 92618
Re: Netlist, Inc. Amendment No. 3 to Registra tion Statement on Form S-1 Filed October 31, 2006 File No. 333-136735
Dear Mr. Hong: We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Fee Table 1. Please register the maximum size of the transaction currently reflected in the prospectus.
Use of Proceeds, page 24 2. We note the last sentence of the first paragraph and similar disclosure on page 3. Please refer to footnote 12 on page 73. If you will be receiv ing proceeds through the selling shareholders as repayment of a loan, please discuss your receipt of those proceeds in this section.
Netlist, Inc. November 3, 2006 Page 2 Business, page 45 3. We note your response to prior comment 2; however, given the disclosure in your MD&A regarding the differing contribu tion of your product classes to your results, the disclosure requested in the comment appears to be required. Therefore, we reissue the comment.
Loans, page 69 4. Please indicate the number of shares acquired in exchange for the loans.
Selling Stockholders, page 71 5. Refer to prior comment 33 of our September 12, 2006 comment letter. Please tell us when each selling stockholder acquired the shares being offered. Include the date and amount of consideration paid. Also describe any related loans.
Exhibits 6. Please file complete exhibits with all attachments. For example, we note references to annexes in exhibit 1.1 th at are not included in the filing. 7. We note your description of exhibits 5.1 and 23.3. Please file a final, signed opinion and consent, not merely a “form of” those exhibits.
Exhibit 5.1 8. Please refer to the last sent ence of the third paragraph. It is unclear why it is appropriate for Netlist’s registration statemen t to be declared effective if it cannot file an unconditional opinion that it is authori zed to issue the shares being offered. 9. Please tell us the purpose of the fourth pa ragraph. It is unclear whether factors other than those mentioned in the paragra ph could affect whether the shares were fully paid. If so, it is unclear why counsel did not consider those other factors. As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
You may contact Praveen Kartholy at ( 202) 551-3778 or Gary Todd at (202) 551- 3605 if you have questions regarding comments on the financial statements and related
Netlist, Inc. November 3, 2006 Page 3 matters. Please contact Tom Jones at (202) 551-3602 or me at ( 202) 551-3617 with any other questions.
Sincerely,
Russell Mancuso
Branch Chief
Show Raw Text
November 3, 2006
Mail Stop 6010
Chun K. Hong
Chairman of the Board
475 Goddard
Irvine, CA 92618
Re: Netlist, Inc.
Amendment No. 3 to Registra tion Statement on Form S-1
Filed October 31, 2006
File No. 333-136735
Dear Mr. Hong:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Fee Table
1. Please register the maximum size of the transaction currently reflected in the
prospectus.
Use of Proceeds, page 24
2. We note the last sentence of the first paragraph and similar disclosure on page 3.
Please refer to footnote 12 on page 73. If you will be receiv ing proceeds through
the selling shareholders as repayment of a loan, please discuss your receipt of
those proceeds in this section.
Netlist, Inc.
November 3, 2006
Page 2
Business, page 45
3. We note your response to prior comment 2; however, given the disclosure in your
MD&A regarding the differing contribu tion of your product classes to your
results, the disclosure requested in the comment appears to be required. Therefore, we reissue the comment.
Loans, page 69
4. Please indicate the number of shares acquired in exchange for the loans.
Selling Stockholders, page 71
5. Refer to prior comment 33 of our September 12, 2006 comment letter. Please tell us when each selling stockholder acquired the shares being offered. Include the
date and amount of consideration paid. Also describe any related loans.
Exhibits
6. Please file complete exhibits with all attachments. For example, we note references to annexes in exhibit 1.1 th at are not included in the filing.
7. We note your description of exhibits 5.1 and 23.3. Please file a final, signed
opinion and consent, not merely a “form of” those exhibits.
Exhibit 5.1
8. Please refer to the last sent ence of the third paragraph. It is unclear why it is
appropriate for Netlist’s registration statemen t to be declared effective if it cannot
file an unconditional opinion that it is authori zed to issue the shares being offered.
9. Please tell us the purpose of the fourth pa ragraph. It is unclear whether factors
other than those mentioned in the paragra ph could affect whether the shares were
fully paid. If so, it is unclear why counsel did not consider those other factors.
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional
comments after reviewing your amendmen t and responses to our comments.
You may contact Praveen Kartholy at ( 202) 551-3778 or Gary Todd at (202) 551-
3605 if you have questions regarding comments on the financial statements and related
Netlist, Inc.
November 3, 2006
Page 3
matters. Please contact Tom Jones at (202) 551-3602 or me at ( 202) 551-3617 with any
other questions.
Sincerely,
Russell Mancuso
Branch Chief
cc (via fax): James W. Loss, Esq.