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): January 10, 2008
___________________
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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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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
January 10, 2008, SunPower Corporation (“SunPower”) entered into a long-term
polysilicon supply agreement (the “First Polysilicon Agreement”) with NorSun AS
(“NorSun”). The First Polysilicon Agreement provides the
general terms and conditions pursuant to which NorSun is to sell and SunPower
is
to purchase specified annual quantities of polysilicon at specified prices
from
2010 through 2019. The First Polysilicon Agreement provides that
NorSun’s obligation to sell polysilicon is conditioned upon receipt of
polysilicon from NorSun’s joint venture with Swicorp Joussour Company and
Chemical Development Company for the construction of a new polysilicon
manufacturing facility in Saudi Arabia. NorSun will initially hold a
fifty percent equity interest in the joint venture company.
On
January 10, 2008, SunPower and the anticipated shareholders of the joint venture
company also agreed upon the terms and conditions of an additional long-term
polysilicon supply agreement (the “Second Polysilicon Agreement” and, together
with the First Polysilicon Agreement, the “Supply Agreements”) between SunPower
and the joint venture company, which is in the process of
formation. The Second Polysilicon Agreement provides the general
terms and conditions pursuant to which the joint venture company is to sell
and
SunPower is to purchase specified annual quantities of polysilicon at specified
prices from 2010 through 2019. The Second Polysilicon Agreement
provides that the joint venture company’s obligation to sell polysilicon is
conditioned upon the new polysilicon manufacturing facility achieving commercial
operation.
If
applicable conditions under the Supply Agreements are satisfied, the aggregate
quantity of polysilicon to be purchased by SunPower from 2010 through 2019
is
expected to satisfy production requirements for up to approximately2,500
megawatts of solar cell manufacturing based on SunPower’s expected
polysilicon utilization during such period.
In
connection with the Supply Agreements, on January 10, 2008, NorSun and SunPower
entered into an Option Agreement (the “Option Agreement”). The Option
Agreement provides the general terms and conditions pursuant to
which SunPower will deliver cash advance payments to NorSun for the
purchase of polysilicon under the First Polysilicon Agreement, which NorSun
will
use to fund its portion of the equity investment in the joint venture
company. SunPower shall provide a letter of credit or deposit funds
in an escrow account to secure NorSun’s right to such advance payments. Under
the terms of the Option Agreement, SunPower may exercise a call option and
apply the advance payments to purchase fifty percent, subject to certain
adjustments, of NorSun’s equity interest in the joint
venture. SunPower may exercise its option at any time until six
months following the commercial operation of the Saudi Arabian polysilicon
manufacturing facility. The Option Agreement also provides NorSun an
option to put fifty percent, subject to certain adjustments, of its equity
interest in the joint venture to SunPower. NorSun’s option is
exercisable commencing July 1, 2009 through six months following commercial
operation of the polysilicon manufacturing facility. NorSun will
grant a security interest in its equity interest in the joint venture
subject to the put-call option to secure its obligations under the Option
Agreement. If either the call option or the put option is exercised,
(i) the parties will credit any advance payments for polysilicon against the
option’s exercise price, (ii) the First Polysilicon Agreement will terminate,
and (iii) SunPower will assume NorSun’s rights and obligations under a long-term
polysilicon supply agreement between NorSun and the joint venture company
pursuant to which the joint venture company will sell and SunPower will purchase
specified annual quantities of polysilicon at specified prices from 2010 through
2019, representing the same quantities and prices under, and on terms and
conditions substantially similar to, the First Polysilicon
Agreement.
Item 7.01.
Regulation FD Disclosure.
On
January 16, 2008, SunPower issued a press release announcing its entry into
the
Supply Agreements. 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 16, 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 16, 2008
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By:
/s/ Emmanuel Hernandez
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Name:
Emmanuel Hernandez
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Title:
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 January 16, 2008
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FOR
IMMEDIATE RELEASE
Contacts:
Julie
Blunden
SunPower
Corporation
408-240-5577
Manny
Hernandez
SunPower
Corporation
408-240-5560
SunPower
Signs 2500 MW of Polysilicon Agreements
New
Polysilicon Plant in Saudi Arabia to Support SunPower
Agreements
SAN
JOSE, Calif., Jan. 16, 2008– 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 two polysilicon agreements to be supplied by a new polysilicon plant
located in Saudia Arabia. The two agreements will support in
aggregate 2500 MW of solar cell production.
SunPower
signed a polysilicon purchase agreement with NorSun AS and another with NorSun
and its partners who are forming a joint venture company to construct a new
polysilicon plant in Saudi Arabia. Each agreement anticipates
polysilicon delivery to begin in 2010 and extend through 2019.
“SunPower
continues to develop new sources of polysilicon,” said PM Pai, chief operations
officer of SunPower Corp. “We are building a diverse portfolio of
intermediate and long-term silicon supply contracts that support SunPower’s cost
reduction roadmap. Economies of scale in our supply chain,
manufacturing and channel development will drive down installed solar system
costs by 50 percent by 2012.”
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. SunPower uses words and phrases such as “to support,”
“totaling,” “to construct,” “anticipates,” “will,” and similar expressions to
identify forward-looking statements. Forward-looking statements in this press
release include, but are not limited to, SunPower’s plans and expectations
regarding (a) two polysilicon agreements totaling approximately 2500 megawatts
of solar cell production to support the company’s manufacturing expansion plans;
(b) NorSun AS and its partners forming a new joint venture to construct a new
polysilicon plant in Saudi Arabia; (c)delivery of polysilicon under the
agreements beginning in 2010 and extending through 2019; (d) economies of scale
driving installed solar system costs lower by 50 percent by
2012. These forward-looking statements are based on information
available to SunPower 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 SunPower’s control. In particular, risks and
uncertainties that could cause actual results to differ include (i) the joint
venture participants’ successfully establishing a new joint venture company;
(ii) the joint venture company’s ability to construct and operate a new
manufacturing facility in Saudi Arabia; (iii) SunPower’s ability to ramp new
production lines; (iv) SunPower’s ability to realize expected manufacturing
efficiencies; (v) SunPower’s ability to reduce kerf loss and otherwise achieve
anticipated reductions in silicon usage efficiency; (vi) production difficulties
that could arise; (vii) the success of SunPower’s ongoing research and
development efforts; (viii) SunPower’s ability to obtain adequate supply of
polysilicon, ingots and wafers to manufacture its products and the price it
pays
for such materials; (ix) the price and availability of cells and solar panels;
(x) business and economic conditions and growth trends in the solar power
industry; (xi) the continuation of governmental and related economic incentives
promoting the use of solar power; (xii) the potential renegotiation of or
non-performance by parties to SunPower’s supply and customer contracts; (xiii)
unforeseen manufacturing equipment delays at SunPower’s fabrication facilities
and panel factories; and (xiv) other risks described in SunPower’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 SunPower’s views as of any
subsequent date, and SunPower 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.