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): December 3, 2007
Registrant’s telephone number, including area code: (408) 240-5500
___________________
|
SunPower
Corporation
|
|
(Exact
Name of Registrant as Specified in
Charter)
|
___________________
|
Delaware
|
000-51593
|
94-3008969
|
|
(State
or Other Jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
Incorporation)
|
File
No.)
|
Identification
No.)
|
|
3939
North First Street, San Jose, California 95134
|
|
(Address
of Principal Executive Offices) (Zip
Code)
|
Registrant’s telephone number, including area code: (408) 240-5500
|
N/A
|
|
(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):
|
|
|
r
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
r
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
r
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
|
r
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
On
December 3, 2007, SunPower Corporation (“SunPower”) entered into an agreement
(the “Ingot/Wafer Agreement”) with Jiawei SolarChina Co., LTD
(“Jiawei”). The Ingot/Wafer Agreement provides the general terms and
conditions pursuant to which Jiawei is to sell and SunPower is to purchase
specified annual quantities of silicon ingots at specified prices from 2007
through 2012. The Ingot/Wafer Agreement provides that Jiawei will
manufacture some of the ingots with polysilicon supplied by SunPower and the
remaining quantities of ingots with polysilicon Jiawei expects to acquire from
third parties.
If
applicable conditions under the Ingot/Wafer Agreement are satisfied, the
aggregate quantity of ingots to be purchased by SunPower from 2007 through
2012
is expected to satisfy production requirements for more than 900 megawatts
of
solar cell manufacturing based on SunPower’s expected silicon utilization during
such period. In addition, the Ingot/Wafer Agreement permits SunPower
to purchase wafers from Jiawei at specified prices through 2010, in lieu of
ingots, as Jiawei establishes sufficient wafer manufacturing capacity at its
existing facility or such other facilities agreed upon by the
parties. The wafer pricing in years 2011 and 2012 will be negotiated
separately by the parties. The ingots, and potentially wafers, to be
purchased during the term of the Ingot/Wafer Agreement represent a material
part
of SunPower’s raw materials.
Item 7.01.
Regulation FD Disclosure.
On
December 7, 2007, SunPower issued a press release announcing its entry into
the
Ingot/Wafer 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 on Form 8-K 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.
|
Description
|
|
|
99.1
|
Press
Release dated December 7, 2007
|
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.
|
SUNPOWER
CORPORATION
|
|
|
Date:
December 7, 2007
|
By:
/s/ Bruce Ledesma
|
|
Name:
Bruce Ledesma
|
|
|
Title:
General Counsel and Corporate
Secretary
|
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press
Release dated December 7, 2007
|
Exhibit
99.1
SunPower
and Jiawei SolarChina Sign Silicon Ingot Pulling and Wafer
Agreement
SAN
JOSE, Calif., Dec 07, 2007 /PRNewswire-FirstCall via COMTEX News Network/ --
SunPower Corporation (Nasdaq: SPWR), a Silicon Valley-based manufacturer of
high-efficiency solar cells, solar panels and solar systems, today announced
that it has signed a five-year agreement with Jiawei SolarChina Co., Ltd.
(Jiawei) to secure a supply of monocrystalline silicon ingots and silicon
wafers.
Jiawei
is affiliated with SunEnergy, SunPower's solar panel assembly partner, and
plans
to scale its operations to 200 ingot pullers in Beijing, China. Beginning in
2008, SunPower will purchase sufficient silicon in ingot and wafer forms to
satisfy production requirements that represent more than 900 megawatts of solar
cell production based on SunPower's expected silicon utilization during the
agreement period and subject to contract conditions. SunPower will provide
polysilicon to Jiawei during the life of this agreement.
"Our
partnership with Jiawei will diversify our upstream supply chain," said PM
Pai,
chief operating officer at SunPower Corp. "As we scale and expand our silicon
supply base into China, we are pleased to extend our relationship with our
partner, Jiawei."
About
SunPower
SunPower
Corporation (Nasdaq: SPWR) 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 and Asia. For more
information, visit http://www.sunpowercorp.com. SunPower is a
majority-owned subsidiary of Cypress Semiconductor Corp. (NYSE:
CY).
Forward-Looking
Statement
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are statements that do not represent historical
facts. The company uses words such as "plans," "will," "expected," and similar
expressions to identify forward-looking statements. Forward-looking statements
in this press release include, but are not limited to, the company's plans
and
expectations regarding Jiawei's plans to scale its operations to 200 ingot
pullers in Beijing, China, the company's purchasing sufficient silicon in ingot
and wafer forms to satisfy production requirements that represent more than
900
megawatts of solar cell production based on the company's expected silicon
utilization during the agreement period, the company's providing polysilicon
to
Jiawei during the life of the agreement, and the agreement diversifying the
company's upstream supply chain. These forward-looking statements are based
on
information available to the company as of the date of the release and current
expectations, forecasts and assumptions and involve a number of risks and
uncertainties that could cause actual results to differ materially from those
anticipated by these forward- looking statements. Such risks and uncertainties
include a variety of factors, some of which are beyond the company's control.
In
particular, risks and uncertainties that could cause actual results to differ
include risks associated with (i) the company's ability to ramp new production
lines; (ii) the company's ability to realize expected manufacturing
efficiencies; (iii) the company's ability to reduce kerf loss and otherwise
achieve anticipated reductions in silicon usage efficiency; (iv) production
difficulties that could arise; (v) the success of the company's ongoing research
and development efforts; (vi) the company's ability to obtain adequate supply
of
polysilicon, ingots and wafers to manufacture the company's products and the
price the company pays for such materials; (vii) the price and availability
of
cells and solar panels; (viii) business and economic conditions and growth
trends in the solar power industry; (ix) the continuation of governmental and
related economic incentives promoting the use of solar power; (x) the potential
renegotiation of or non-performance by parties to the company's supply and
customer contracts; (xi) unforeseen manufacturing equipment delays at the
company's fabrication facilities and panel factories; and (xii) other risks
described in the company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2007, and other filings with the Securities and Exchange
Commission. These forward-looking statements should not be relied upon as
representing the company's views as of any subsequent date, and the company
is
under no obligation to, and expressly disclaims any responsibility to, update
or
alter its forward-looking statements, whether as a result of new information,
future events or otherwise.
SunPower
is a registered trademark of SunPower Corp. Cypress is a registered trademark
of
Cypress Semiconductor Corp. All other trademarks are the property of their
respective owners.