On March 27, 2009, Netlist, Inc. (the "Company") issued a press release announcing the Company's results of operations for the fourth quarter and full fiscal year ended January 3, 2009. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety.

The information included in this Item 2.02 of Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On May 25, 2009, James Perrott informed the Company of his decision to resign from his position of SVP of Engineering and Marketing, due to personal reasons. His resignation is effective May 29, 2009.

d) Exhibits

                  Exhibit
                  Number                Description

                  99.1      Press Release, dated March 27, 2009.