UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  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):  January 31, 2019

 
NETLIST, INC.
(Exact name of registrant as specified in its charter)

Delaware	 	001-33170	 	95-4812784	
(State or other jurisdiction of
 incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification Number)	

175 Technology Drive, 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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  o
 
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 13(a) of the Exchange Act.  o

 

 
Item 8.01.      Other Events.
 
On January 31, 2019, the Munich District Court (the “Court”) dismissed an action brought by Netlist Luxembourg S.a.r.l. (“Netlist”) against SK hynix Inc. and Hewlett-Packard GmbH regarding the infringement of Netlist’s German utility model. In its judgment the Court followed a different claim construction than advocated by Netlist whereby it did not find Netlist’s utility model to be infringed. Netlist plans to appeal the Court’s decision.
 
Forward-Looking Statements
 
This Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on Netlist’s expectations and are subject to numerous risks and uncertainties. Forward-looking statements are typically identified by using words such as “plan,” “anticipate,” “estimate,” “project,” “intend,” “believe,” “will” and similar expressions.
 
Although Netlist’s management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Netlist does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.
 
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SIGNATURES
 
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.	

Dated: February 6, 2019	By:	/s/ Gail M. Sasaki	
 	 	Gail M. Sasaki
Vice President and Chief Financial Officer	
 
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