form8-k.htm
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): April 21, 2009
___________________
SunPower
Corporation
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(Exact
Name of Registrant as Specified in
Charter)
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___________________
Delaware
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001-34166
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94-3008969
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
No.)
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Identification
No.)
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3939
North First Street, San Jose, California 95134
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (408) 240-5500
N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
|
___________________
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 (see General Instruction
A.2. below):
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On April
21, 2009, SunPower Corporation, Systems (“SunPower”), a subsidiary of SunPower
Corporation, entered into a Photovoltaic Equipment Master Supply Agreement (the
“Supply Agreement”) with FPL Group, Inc. (“FPL Group”). The Supply Agreement
sets forth the material terms and conditions pursuant to which SunPower may sell
to FPL Group solar panels and photovoltaic tracking and support structure
equipment from 2010 through 2012 for use in solar projects of FPL Group or its
affiliates. The Supply Agreement is a material revenue opportunity for
SunPower Corporation on a consolidated basis.
Pursuant
to the Supply Agreement, SunPower guarantees delivery over such three year
period of up to 100 megawatts (MWAC )
annually as a base commitment (“Base Commitment”), and up to an additional 100
MWAC
annually to the extent FPL Group exercises options to acquire such additional
quantities. The parties may elect to satisfy SunPower’s quantity
commitments as part of its provision of engineering, procurement and
construction services in future FPL Group solar projects.
The
Supply Agreement provides FPL Group the right to reduce or terminate its
obligations with respect to the Base Commitment, which under certain, but not
all, circumstances will result in an early termination payment. In
addition, FPL Group’s purchase obligations are conditioned upon the State of
Florida promulgating laws and the State of Florida Public Service Commission
promulgating regulations, by no later than September 30, 2009 (or such later
date as agreed by FPL Group and SunPower) (“Purchase Condition Date”), that
allow FPL Group’s utility affiliate to build, own and operate, and receive cost
recovery for, photovoltaic solar electric generation facilities that would
enable FPL Group to satisfy the Base Commitment for each year. If such
condition is not satisfied by the Purchase Condition Date, then FPL Group shall
have the right to reduce or eliminate the Base Commitment.
Item
7.01. Regulation FD Disclosure.
On April
23, 2009, FPL Group and SunPower Corporation issued a press release announcing
entry into the Supply Agreement. A copy of the press release is
attached to this report as Exhibit 99.1. In accordance with General
Instruction B.2 of Form 8-K, the information set forth herein and in the press
release is deemed to be “furnished” and shall not be deemed to be “filed” for
purposes of the Securities Exchange Act of 1934, as amended. The
information set forth in Item 7.01 of this report shall not be deemed an
admission as to the materiality of any information in this report that is
required to be disclosed solely to satisfy the requirements of Regulation
FD.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
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Description
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99.1
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Press
Release dated April 23, 2009
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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.
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SUNPOWER
CORPORATION
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Date:
April 23, 2009
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By:
/s/ Dennis Arriola
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Name:
Dennis Arriola
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Title: Senior
Vice President and Chief Financial
Officer
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Exhibit No.
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Description
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99.1
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Press
Release dated April 23, 2009
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ex99-1.htm
FPL
Group signs solar power supply agreement with SunPower Corp.
·
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SunPower
will also establish a Florida R&D center if the state continues a
robust solar program
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JUNO
BEACH, Fla. – FPL Group (NYSE: FPL) and Silicon Valley’s SunPower Corp. (NASDAQ:
SPWRA, SPWRB) today announced a supply agreement for SunPower’s high-efficiency
solar panels and its SunPower® Tracker technology beginning in 2010 through
2012. In addition, SunPower has separately committed to locating a research and
development center in Florida if the state continues its robust solar
program.
Under the
terms of the agreement, SunPower will supply its high-efficiency solar
photovoltaic panels and proprietary tracking systems to FPL Group subsidiaries
Florida Power & Light Company (FPL) and NextEra Energy
Resources.
“Our
agreement with SunPower for competitively priced panels and systems represents a
key milestone in the execution of our solar strategy. For NextEra Energy
Resources, this agreement will further advance our solar development efforts in
key markets such as Colorado, California, Arizona, and New Jersey. In addition,
assuming continued support by Florida’s legislative and regulatory leadership
for the deployment of solar power in Florida, this agreement benefits the state
through the creation of more clean energy jobs and will help to ensure that our
utility customers in Florida will get the best pricing and technology available
for solar projects. SunPower’s success on the construction of the
DeSoto Next Generation Solar Energy Center makes us confident in furthering this
important relationship,” FPL Group President and COO Jim Robo said.
SunPower
will also locate a research and development center employing up to 50 employees
in Florida if the state government continues to support the deployment of
additional solar energy. SunPower will work with FPL and the state to identify a
suitable location for such a facility. Continued strong demand in Florida also
could lead to manufacturing and distribution centers for solar panels and
tracking systems being located in the state as well.
“FPL
Group is the leader in providing renewable energy, having invested nearly $10
billion in growing that business. It’s already the world leader in deploying
utility-scale solar and we believe that it will continue to be a driving force
in the industry. We’re delighted to expand and strengthen our already successful
partnership,” said SunPower CEO Thomas H. Werner.
Florida
Projects
SunPower
is currently working with FPL to build its DeSoto and Space Coast Next
Generation Solar Energy Centers, which is bringing commercial-scale solar
photovoltaic power to Florida for the very first time.
At 25
megawatts, the DeSoto plant, currently under construction, will be the largest
photovoltaic solar facility in the nation when it is completed at the end of
this year. The DeSoto Next Generation Solar Energy Center will use 90,000
photovoltaic panels on 180 acres of land and provide enough electricity to power
more than 3,500 homes, which is more than 20 percent of the population in DeSoto
County.
Common on
rooftops, solar photovoltaic is the technology most people envision when they
think of solar energy. Photovoltaic panels convert sunlight directly into
electricity, which can be fed onto the electrical grid without the need of a
turbine generator. Technological advances are now making photovoltaic panels
practical on a large scale.
The
DeSoto Next Generation Solar Energy Center will use SunPower’s solar panels, the
highest-efficiency solar that is commercially available today, with its proven
Tracker technology. The Tracker automatically follows the sun’s movement
throughout the day, increasing sunlight capture by up to 25 percent over similar
fixed systems. The facility is providing significant economic
benefits to DeSoto County, creating more than 200 jobs during peak construction
and providing more than $2 million in annual tax revenues by the end of 2010 to
help boost the local economy.
The Space
Coast Next Generation Solar Energy Center will also use SunPower’s
high-efficiency solar panels and will commercially deploy its latest solar panel
technology. This innovative technology will provide more electricity
at a lower cost and will further solidify SunPower’s position as the world
leader in producing the most efficient solar panels.
DeSoto
and Space Coast are two of three solar projects representing 110 megawatts of
solar power that FPL is building in Florida as a result of the commitment of
Gov. Charlie Crist, the Florida Legislature and Florida Public Service
Commission to promote renewable energy in the state.
Together,
the three sites will prevent the release of nearly 3.5 million tons of
greenhouses gases over the life of the projects, which is the equivalent of
removing 25,000 cars from the road per year, according to the U.S. Environmental
Protection Agency.
The three
projects will make Florida No. 2 in the nation – after California – in
generating electricity from the sun.
“With the
continued leadership and commitment of Gov. Crist, the Legislature and the PSC,
we can expand our deployment of clean solar energy solutions that create jobs
now and that begin to address the urgent problem of climate change that, without
action, threatens the future of our state,” Robo said.
About
SunPower
SunPower
Corp. (Nasdaq: SPWRA, SPWRB) designs, manufactures and delivers high-performance
solar electric systems worldwide for residential, commercial and utility-scale
power plant customers. SunPower high-efficiency solar cells and solar panels
generate up to 50 percent more power than conventional solar technologies and
have a uniquely attractive, all-black appearance. With headquarters in San Jose,
Calif., SunPower has offices in North America, Europe, Australia and Asia. For
more information, visit www.sunpowercorp.com.
FPL
Group: Energy Solutions for the Next Era
FPL Group
(NYSE: FPL) is a leading clean energy company with 2008 revenues of more than
$16 billion, approximately 39,000 megawatts of generating capacity, and more
than 15,000 employees in 27 states and Canada. Headquartered in Juno Beach,
Fla., FPL Group’s principal subsidiaries are NextEra Energy Resources, LLC, the
largest generator in North America of renewable energy from the wind and sun,
and Florida Power & Light Company, which serves 4.5 million customer
accounts in Florida and is one of the largest rate-regulated electric utilities
in the country. Through its subsidiaries, FPL Group collectively operates the
third largest U.S. nuclear power generation fleet. For more information about
FPL Group companies, visit these Web sites: www.FPLGroup.com,
www.NextEraEnergyResources.com,
www.FPL.com.
SunPower: Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
statements that do not represent historical facts and may be based on underlying
assumptions. The companies use words and phrases such as ”will” to identify
forward-looking statements in this press release, including forward-looking
statements regarding: (a) the future sale of SunPower solar panels and
tracking systems under the agreement; (b) SunPower establishing a research and
development center in Florida employing up to 50 employees; (c) the DeSoto plant
becoming the largest photovoltaic solar facility in the nation when it is
completed; and (e) the future environmental benefits of the DeSoto and Space
Coast Next Generation solar facilities. Such forward-looking statements are
based on information available to the companies as of the date of this release
and involve a number of risks and uncertainties, some beyond their control, that
could cause actual results to differ materially from those anticipated by these
forward-looking statements, including risks and uncertainties such as: (i)
solar panel manufacturing risks and the risks of the continuation of product
materials from suppliers; (ii) exercise of early termination rights under the
supply agreement; (iii) any lack of continued support by Florida’s legislative
and regulatory leadership for the deployment of solar power in Florida; and (ix)
other risks described in SunPower’s Annual Report on Form 10-K for the year
ended December 28, 2008, and other filings with the Securities and Exchange
Commission. These forward-looking statements should not be relied upon as
representing the companies' views as of any subsequent date, and the companies
are under no obligation to, and expressly disclaim any responsibility to, update
or alter their forward-looking statements, whether as a result of new
information, future events or otherwise.
FPL
Group and FPL: Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements typically express or involve discussion as to expectations, beliefs,
plans, objectives, assumptions or future events or performance, climate change
strategy or growth strategies and often, but not always, can be identified by
the use of words such as “will,” “expect,” “believe,” “anticipate,” “estimate,”
and similar terms. Forward-looking statements are not statements of
historical facts and involve estimates, assumptions and
uncertainties.
Although
FPL Group, Inc. (FPL Group) and Florida Power & Light Company (FPL) believe
that their expectations are reasonable, because forward-looking statements are
subject to risks and uncertainties, the companies can give no assurance that the
forward-looking statements contained in this press release will prove to be
correct, including FPL Group’s and FPL’s expectations and assumptions with
respect to the supply agreement with SunPower Corp.(SunPower) or FPL Group’s and
FPL’s solar energy generation facilities and other development activities
(including the DeSoto Next Generation Solar Energy Center and the Space Coast
Next Generation Solar Energy Center). Important factors could cause
FPL Group’s and FPL’s actual results to differ materially from those projected
in the forward-looking statements in this press release. Factors that
could have a significant impact on FPL Group’s operations and financial results,
and could cause FPL Group’s and FPL’s actual results or outcomes, both generally
and specifically with respect to the supply agreement with SunPower or FPL
Group’s or FPL’s solar energy generation facilities and other development
activities (including the DeSoto Next Generation Solar Energy Center and the
Space Coast Next Generation Solar Energy Center), to differ materially from
those discussed in the forward-looking statements include, among
others:
·
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SunPower’s
inability to provide solar panels under the terms of the supply
agreement
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·
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Early
termination of the supply agreement with
SunPower
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·
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Failure
of the SunPower solar panels to perform to their
specifications
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·
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Changes
in laws, regulations, governmental policies and regulatory actions
regarding the energy industry and environmental matters, in particular
with respect to the deployment of solar
power
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·
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Inability
to complete construction of or capital improvements to the Desoto Next
Generation Solar Energy Center, the Space Coast Next Generation Solar
Energy Center or other FPL Group or FPL power generation
facilities
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·
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Inability
to obtain the supplies necessary for the construction, operation, and
maintenance of the Desoto Next Generation Solar Energy Center, the Space
Coast Next Generation Solar Energy Center or other FPL Group or FPL power
generation facilities
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·
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Inability
to obtain the required regulatory approvals and permits for the
construction and operation of other FPL Group or FPL power generation
facilities
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·
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Inability
of FPL Group or FPL to access capital markets or maintain its credit
rating
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·
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Inability
to hire and retain skilled labor for the construction and operation of the
Desoto Next Generation Solar Energy Center or the Space Coast Next
Generation Solar Energy Center, or other changes or disruptions related to
FPL Group’s or FPL’s workforce
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·
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General
economic conditions
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·
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Hazards
customary to the operation and maintenance of power generation facilities,
including unanticipated outages
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·
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Unusual
or adverse weather conditions, including natural
disasters
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·
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Transmissions
constraints or other factors limiting FPL Group’s or FPL’s ability to
deliver energy
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·
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Volatility
in the price of energy
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·
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Failure
of FPL Group or FPL customers to perform under
contracts
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·
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Increased
competition in the power industry
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·
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Changes
in the wholesale power markets
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·
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Costs
and other effects of legal and administrative
proceedings
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·
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Terrorism
or other catastrophic events
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These
foregoing factors should be considered in connection with information regarding
risks and uncertainties that may affect FPL Group’s or FPL’s future results
included in FPL Group’s and FPL’s filings with the Securities and Exchange
Commission, which may be found at www.sec.gov or at
www. fplgroup.com.
Any
forward-looking statement speaks only as of the date on which such statement is
made, and FPL Group and FPL undertake no obligation to update or review any
forward-looking statement to reflect events or circumstances, including
unanticipated events, after the date on which such statement is made, unless
otherwise required by law. New factors emerge from time to time and
it is not possible for management to predict all of such factors, nor can it
assess the impact of each such factor on the business or the extent to which any
factor, or combination of facts, may cause actual results to differ materially
from those contained in any forward-looking statement.