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): December 13, 2007
___________________
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.)
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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)
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet
Arrangement.
If
and to the
extent required by applicable rule or regulation, the information contained
under Item 8.01 below is hereby incorporated by reference into this Item
2.04.
Item
8.01. Other Events
The
last
reported sale price of SunPower Corporation’s class A common stock equaled or
exceeded both $70.94 and $102.80, which represent 125% of the respective
applicable conversion prices for our two outstanding series of senior
convertible debentures, for at least 20 of the last 30 trading days during
our
fourth fiscal quarter ending December 30, 2007. Accordingly, pursuant
to the terms of the indenture governing our $200 million aggregate principal
amount of 1.25% senior convertible debentures due 2027 and our $225 million
aggregate principal amount of 0.75% senior convertible debentures due 2027,
the
market price conversion trigger has been satisfied and the debentures will
be
convertible during our first fiscal quarter ending March 30, 2008.
A
copy of the
press release, dated January 22, 2008, announcing the satisfaction of the market
price conversion trigger is filed herewith as Exhibit 99.1 and incorporated
by
reference herein.
Item 9.01. Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit No.
|
|
Description
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99.1
|
|
Press
Release dated January 22, 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
|
|
|
Date:
January 22, 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 22, 2008
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ex99-1.htm
FOR
IMMEDIATE RELEASE
Contacts:
Julie
Blunden
SunPower
Corporation
408-240-5577
Manny
Hernandez
SunPower
Corporation
408-240-5560
SunPower
Announces Triggering Event for Convertibility of 1.25% Senior Convertible
Debentures Due 2027 and 0.75% Senior Convertible Debentures Due
2027
SAN
JOSE, Calif., Jan. 22, 2008– SunPower Corporation (Nasdaq: SPWR), a
Silicon Valley-based manufacturer of high-efficiency solar cells, solar panels
and solar systems, today announced that the
last
reported sale price of its class A common stock has equaled or exceeded $70.94
and $102.80, which represents 125% of the applicable conversion price for
its
two outstanding senior convertible debentures, for at least 20 of the last
30
trading days during SunPower’s fourth fiscal quarter ending December 30,
2007. Accordingly, pursuant to the terms of the applicable indenture
governing its $200 million aggregate principal amount of 1.25% senior
convertible debentures due 2027 and its $225 million aggregate principal
amount
of 0.75% senior convertible debentures due 2027, the market price conversion
trigger has been satisfied and the debentures could be convertible at the
holders’ option during SunPower’s first fiscal quarter ending March 30,
2008. However, given that the current market value of the debentures
substantially exceeds the value holders would receive upon conversion if
the
class A common stock remains at current levels through the applicable 20
day
observation period, SunPower believes that holders may not have a significant
economic incentive to convert at this time.
Pursuant
to the terms of the indenture, the principal amount of any debentures
surrendered for conversion must be settled in cash. To the extent
that the conversion obligation exceeds the principal amount of any debentures
converted, SunPower must satisfy the remaining conversion obligation of the
1.25% senior convertible debentures due 2027 in shares of its class A common
stock, and maintains the right to satisfy the remaining conversion obligation
of
its 0.75% senior convertible debentures due 2027 in shares of its class A
common
stock or cash.
As
a
result of the class A common stock price conversion trigger, SunPower will
classify the $425 million aggregate principal amount of the debentures as
short-term debt on its December 30, 2007 balance sheet. In addition, SunPower
will expense approximately $8.2 million and $1.0 million of unamortized debt
issuance costs in its fourth fiscal quarter of 2007 and first fiscal quarter
of
2008, respectively. These non-cash charges will be excluded for
purposes of SunPower’s non-GAAP net income reporting. If the class A
common stock price conversion test is not met in a subsequent quarter, the
debentures may be re-classified as non-current debt as of the end of such
quarter.
SunPower’s
principal current sources of liquidity are cash on its balance sheet, cash
generated by operations and borrowings under its credit
facilities. Based on SunPower's current financial condition,
management believes that liquidity from these sources, combined with the
potential availability of future sources of funding, including accessing
debt
and equity markets, will be adequate to fund SunPower’s current and long-term
debt obligations, and fund its planned capital expenditures and business
plans
over the next 12 months.
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 “believe” and similar
expressions to identify forward-looking statements. Forward-looking statements
in this press release include, but are not limited to, our belief that holders
of our senior convertible notes may not have a significant economic incentive
to
convert at this time because the current market value of the debentures
substantially exceeds the value holders would receive upon conversion if
the
class A common stock remains at current levels through the applicable 20
day
observation period, and our belief that the sources of liquidity described
above
will be sufficient to fund our obligations and operations for the next 12
months. Such statements are based on management’s current expectations and
are subject to a number of factors and uncertainties, including the volatility
of the trading price of SunPower’s class A common stock, the associated market
value of the debentures, the individual motivations of particular holders
of our
debentures, our ability to generate cash from operations and from debt and
equity financing sources, and 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.