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 28,
2007
___________________
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SunPower
Corporation
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(Exact
Name of Registrant as Specified in
Charter)
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___________________
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Delaware
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000-51593
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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
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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___________________
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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):
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r
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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r
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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r
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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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r
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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
December 28, 2007, SunPower Energy Systems Spain, S.L. (“SunPower”), an indirect
subsidiary of SunPower Corporation, entered into an engineering, procurement
and
construction agreement (the “EPC Agreement”) with Solargen Proyectos e
Instalaciones Solares, S.L., a corporate affiliate of The Naturener Group.
The
EPC Agreement provides the general terms pursuant to which SunPower will design
and construct a solar photovoltaic plant representing a total of approximately
8.3 megawatts peak power in the Extremadura region of Spain. The EPC
Agreement also includes termination rights in favor of either party in the
event
the following conditions precedent are not met by specified deadlines: receipt
of confirmation of the availability of bank financing, receipt of necessary
permits, licenses or other governmental approvals, and/or receipt of
satisfactory final site reports. The EPC Agreement represents a material revenue
opportunity for SunPower, as well as for SunPower Corporation on a consolidated
basis.
Item 7.01.
Regulation FD Disclosure.
On
January 4, 2008, SunPower Corporation issued a press release announcing
SunPower’s entry into the EPC 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 “Exchange Act”). 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
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Exhibit No.
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Description
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99.1
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Press
Release dated January 4, 2008
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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:
January 4, 2008
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By:
/s/ Bruce Ledesma
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Name:
Bruce Ledesma
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Title:
General Counsel and Corporate
Secretary
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Exhibit No.
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Description
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99.1
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Press
Release dated January 4, 2008
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FOR
IMMEDIATE RELEASE
Contacts:
Helen
Kendrick
hkendrick@sunpowercorp.com
+1
408-240-5585
Julie
Blunden
jblunden@sunpowercorp.com
+1
408-240-5577
SunPower
to Build 8 Megawatt Solar Power Plant in Spain
Naturener
Expands SunPower Deployment to Approximately 30
Megawatts
SAN
JOSE, Calif., Jan. 4, 2008 – SunPower Corp. (Nasdaq: SPWR), a Silicon
Valley-based manufacturer of high-efficiency solar cells, solar panels and
solar
systems, today announced that its Spanish subsidiary will engineer, procure
equipment for and construct an approximately 8 megawatt solar electric power
plant in the Extremadura region of Spain.
A
corporate affiliate of The Naturener Group, a Spanish-based company, will own
the solar power plant, and SunPower expects the system will begin operating
in
September 2008.
“Once
again we are teaming with Naturener to deliver clean, reliable solar power
to
the rapidly expanding Spanish market,” said Marco Antonio Northland, general
manager of SunPower’s European operations. “By using
the industry-leading SunPower® Tracker
technology,
Naturener will maximize the solar plant’s energy delivery, while optimizing land
use and reducing related costs.”
“SunPower’s
engineering, procurement and construction expertise will be key to meeting
our
budget and schedule targets,” said Rafael Sanchez-Castillo, CEO of The Naturener
Group. “We are pleased to continue the solar power segment of our
renewable energy portfolio in Spain.”
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 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 and phrases such as "will,"
"expects,"
"to deliver" 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 the size and engineering,
procurement and construction of the solar plant, a corporate affiliate of The
Naturener Group owning the solar plant, the system beginning operations in
September 2008, the SunPower Tracker deployment and associated benefits on
energy delivery, and meeting budget and schedule targets. These
forward-looking statements are based on information available to the company
as
of the date of this 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 (i) failure to satisfy conditions
precedent in certain construction contracts within specified deadlines,
including but not limited to confirming the availability of bank financing,
receipt of necessary permits, licenses or other governmental approvals, receipt
of satisfactory final site reports, and/or the confirmation and review of
technical specifications; (ii) construction difficulties or potential delays
in
the project implementation process; (iii) the risk of continuation of supply
of
products and components from suppliers; (iv) unanticipated problems with the
SunPower Tracker deployment on the site; and (v) 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 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. PowerLight is a registered trademark
of PowerLight Corp. Cypress is a registered trademark of Cypress
Semiconductor Corp. All other trademarks are the property of their
respective owners.